SC 13E3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

Symbion, Inc.

(Name of the Issuer)

Symbion, Inc.
Richard E. Francis, Jr.
Clifford G. Adlerz
Symbol Acquisition, L.L.C.
Symbol Merger Sub, Inc.
Crestview Partners, L.P.
(Name of Person(s) Filing Statement)

Common Stock, par value $.01 per share

(Title of Class of Securities)

871507109

(CUSIP Number of Class of Securities)

Thomas S. Murphy, Jr.
Symbol Acquisition, L.L.C.
c/o Crestview Partners, L.P.
667 Madison Avenue
New York, New York 10021
(212) 906-0700 Richard E. Francis, Jr.
Symbion, Inc.
40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
(615) 234-5900

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)

Copy to:

John D. Amorosi, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000 Patrick Dooley, Esq.
David D’Urso, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000 J. Reginald Hill, Esq.
Donald R. Moody, Esq.
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
(615) 244-6380

This statement is filed in connection with (check the appropriate box):

þ a. The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-2], Regulation 14-C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) under the Securities Exchange Act of 1934.

o b. The filing of a registration statement under the Securities Act of 1933.

o c. A tender offer.

o	d. None of the above.
	Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ
	Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$497,075,009	$15,261

*

Calculated solely for purposes of determining the filing fee. The filing fee was calculated based on the sum of (1) an aggregate cash payment of $488,027,650 for the proposed per share cash payment of $22.35 for 21,835,689 outstanding shares of Symbion common stock (including 107,766 shares of restricted stock) and (2) an aggregate cash payment of $9,047,359 expected to be paid upon the cancellation of outstanding options and warrants having an exercise price of less than $22.35 (the sum of (1) and (2), the “Transaction Valuation”).

**

The payment of the filing fee, calculated in accordance with Rule 0-11(c)(1) under the Securities Exchange Act of 1934, as amended, and the Fee Rate Advisory #6 for Fiscal Year 2007, issued by the Securities and Exchange Commission on February 15, 2007, equals .0000307 multiplied by the Transaction Valuation.

þ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $15,261

Form or Registration No.: Schedule 14A — Preliminary Proxy Statement

Filing Party: Symbion, Inc.

Date Filed: May 30, 2007

Neither the Securities and Exchange Commission nor any state securities commission has: (i) approved or disapproved of the acquisition of Symbion, Inc. by Symbol Acquisition, L.L.C.; (ii) passed upon the merits or fairness of the acquisition; or (iii) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

INTRODUCTION

          This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (1) Symbion, Inc., a Delaware corporation (“Symbion” or the “Company”), the issuer of the Symbion common stock that is subject to the Rule 13e-3 transaction, (2) Richard E. Francis, Jr., an individual and a director, Chairman of the Board of Directors and Chief Executive Officer of Symbion, (3) Clifford G. Adlerz, an individual and a director and the President and Chief Operating Officer of Symbion, (4) Symbol Acquisition, L.L.C., a Delaware limited liability company (“Parent”), (5) Symbol Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and (6) Crestview Partners, L.P. (formerly known as Crestview Capital Partners, L.P.) (collectively the “Filing Persons”).

          On April 24, 2007, Parent, Merger Sub and Symbion entered into an Agreement and Plan of Merger, a copy of which is attached hereto as Exhibit (d) (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into Symbion, with Symbion continuing as the surviving corporation (the “Merger”). Following the consummation of the Merger, Symbion will be a wholly owned subsidiary of Parent. In the Merger, each share of common stock of the Company, other than those held in the treasury of the Company and those owned by Parent or Merger Sub, and other than those shares with respect to which dissenters rights are properly exercised, will be converted into the right to receive $22.35 per share in cash, without interest (the “Merger Consideration”). In addition, unless otherwise agreed between Parent and the holder thereof, each outstanding option or restricted stock award subject to vesting or other restrictions will vest and become free of such restrictions. The holders of restricted stock will receive the Merger Consideration with respect to each share of restricted stock held by such holder, and the holders of each outstanding option to acquire a share of Symbion common stock will receive an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such option, subject in each case to the approval of the respective option holder. The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining approval of the existing stockholders of Symbion.

          Concurrently with the filing of this Transaction Statement, Symbion is filing with the Securities and Exchange Commission a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to the special meeting of the stockholders of Symbion at which the stockholders of Symbion will consider and vote upon a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement requires the affirmative vote of stockholders holding a majority of the shares of Symbion common stock outstanding at the close of business on the record date and entitled to vote thereon.

          The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.

          The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that Symbion is “controlled” by any other Filing Person or that any Filing Person is an “affiliate” of Symbion within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1: Summary Term Sheet.

Item 1001 of Regulation M-A:

     The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

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Item 2: Subject Company Information.

Item 1002 of Regulation M-A:

     (a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “THE PARTIES TO THE MERGER”

• APPENDIX D — Information Relating to the Buying Group and Symbion’s Directors and Executive Officers

     (b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “THE SPECIAL MEETING OF STOCKHOLDERS – Record Date”

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Security Ownership of Certain Beneficial Owners and Management”

     (c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Price Range of Common Stock” is incorporated herein by reference.

     (d) Dividends. The information set forth in the Proxy Statement under the caption “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Price Range of Common Stock” is incorporated herein by reference.

     (e) Prior Public Offerings. None.

     (f) Prior Stock Purchases. The information set forth in the Proxy Statement under the caption “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Prior Purchases of Symbion Common Stock” is incorporated herein by reference.

Item 3: Identity and Background of Filing Persons.

Item 1003 of Regulation M-A:

     (a) Name and Address. Symbion is both a Filing Person and the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “THE PARTIES TO THE MERGER”

• APPENDIX D — Information Relating to the Buying Group and Symbion’s Directors and Executive Officers

     (b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “THE PARTIES TO THE MERGER”

• APPENDIX D — Information Relating to the Buying Group and Symbion’s Directors and Executive Officers

     (c) Business and Background of Natural Persons. The information set forth in the Proxy Statement in APPENDIX D — Information Relating to the Buying Group and Symbion’s Directors and Executive Officers is incorporated herein by reference.

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Item 4: Terms of the Transaction.

Item 1004 of Regulation M-A:

     (a) Material Terms.

     (1) Tender offers. Not applicable.

     (2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS”

• “THE MERGER AGREEMENT”

• “THE SPECIAL MEETING OF STOCKHOLDERS”

• APPENDIX A – The Merger Agreement

     (c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Effects of the Merger”

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “SPECIAL FACTORS – Financing”

• “THE MERGER AGREEMENT – Merger Consideration”

• “THE MERGER AGREEMENT – Treatment of Options and Restricted Stock”

     (d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “THE SPECIAL MEETING OF STOCKHOLDERS – Rights of Stockholders Who Object to the Merger”

• “DISSENTERS’ APPRAISAL RIGHTS”

• APPENDIX C – Section 262 of the General Corporation Law of the State of Delaware

     (e) Provisions for Unaffiliated Security Holders. There are no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

     (f) Eligibility for Listing or Trading. Not applicable.

Item 5: Past Contacts, Transactions, Negotiations and Agreements.

Item 1005 of Regulation M-A:

     (a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Prior Purchases of Symbion Common Stock”

• “WHERE YOU CAN FIND ADDITIONAL INFORMATION”

     (b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “THE MERGER AGREEMENT”

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Prior Purchases of Symbion Common Stock”

• “WHERE YOU CAN FIND ADDITIONAL INFORMATION”

     (c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SPECIAL FACTORS – Background of the Merger”

• APPENDIX A – The Merger Agreement

     (e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS” – Effects of the Merger

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “SPECIAL FACTORS – Financing”

• “SPECIAL FACTORS – Limited Guarantee of Crestview Partners, L.P.; Remedies under the Merger Agreement”

• “THE SPECIAL MEETING OF STOCKHOLDERS – Voting Rights; Quorum; Vote Required for Approval”

• “THE MERGER AGREEMENT”

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Security Ownership of Certain Beneficial Owners and Management”

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Prior Purchases of Symbion Stock”

Item 6: Purposes of the Transaction and Plans or Proposals.

Item 1006 of Regulation M-A:

     (b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

• “SPECIAL FACTORS – Plans for Symbion after the Merger”

• “SPECIAL FACTORS – Effects of the Merger”

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “THE MERGER AGREEMENT”

• APPENDIX A – The Merger Agreement

     (c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Plans for Symbion after the Merger”

• “SPECIAL FACTORS – Effects of the Merger”

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• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “SPECIAL FACTORS – Financing”

• “THE MERGER AGREEMENT”

• APPENDIX A – The Merger Agreement

Item 7: Purposes, Alternatives, Reasons and Effects.

Item 1013 of Regulation M-A:

     (a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

• “SPECIAL FACTORS – Plans for Symbion after the Merger”

     (b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Opinion of Financial Advisor”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Effects on Symbion if the Merger is not Completed”

     (c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Opinion of Financial Advisor”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

• “SPECIAL FACTORS – Plans for Symbion after the Merger”

     (d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Opinion of Financial Advisor”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

• “SPECIAL FACTORS – Plans for Symbion after the Merger”

• “SPECIAL FACTORS – Effects of the Merger”

• “SPECIAL FACTORS – Effects on Symbion if the Merger is not Completed”

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• “SPECIAL FACTORS – Material United States Federal Income Tax Consequences”

• “SPECIAL FACTORS – Fees and Expenses of the Merger”

• “THE MERGER AGREEMENT”

• APPENDIX A – The Merger Agreement

Item 8: Fairness of the Transaction.

Item 1014 of Regulation M-A:

     (a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Opinion of Financial Advisor”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

• APPENDIX B – Opinion of Bear, Stearns & Co. Inc.

     (b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Opinion of Financial Advisor”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

• “SPECIAL FACTORS – Plans for Symbion after the Merger”

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “SPECIAL FACTORS – Financial Projections”

• APPENDIX B – Opinion of Bear, Stearns & Co. Inc.

     (c) Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “THE SPECIAL MEETING OF STOCKHOLDERS – Record Date”

• “THE SPECIAL MEETING OF STOCKHOLDERS – Voting Rights; Quorum; Vote Required for Approval”

• “THE MERGER AGREEMENT – Conditions to Completing the Merger”

• “THE MERGER AGREEMENT – Termination”

     (d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SPECIAL FACTORS – Background of the Merger

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

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• “SPECIAL FACTORS – Opinion of Financial Advisor”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

• APPENDIX B – Opinion of Bear, Stearns & Co. Inc.

     (e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

     (f) Other offers. None.

Item 9: Reports, Opinions, Appraisals, and Negotiations.

Item 1015 of Regulation M-A:

     (a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Opinion of Financial Advisor”

• APPENDIX B – Opinion of Bear, Stearns & Co. Inc.

     (b) Preparer and Summary of the Report, Opinion, or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Opinion of Financial Advisor”

• APPENDIX B – Opinion of Bear, Stearns & Co. Inc.

     (c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Symbion during its regular business hours by any interested holder of Symbion common stock or representative who has been so designated in writing.

Item 10: Source and Amounts of Funds or Other Consideration.

Item 1007 of Regulation M-A:

     (a) Sources of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Financing”

• “SPECIAL FACTORS – Limited Guarantee of Crestview Partners, L.P.; Remedies under the Merger Agreement”

• “THE MERGER AGREEMENT”

• APPENDIX A – The Merger Agreement

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     (b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Financing”

• “THE MERGER AGREEMENT”

• APPENDIX A – The Merger Agreement

     (c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Financing”

• “SPECIAL FACTORS – Fees and Expenses of the Merger”

• “THE SPECIAL MEETING OF STOCKHOLDERS – Solicitation of Proxies”

     (d) Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Financing”

• “THE MERGER AGREEMENT”

• APPENDIX A – The Merger Agreement

Item 11: Interest in Securities of the Subject Company.

Item 1008 of Regulation M-A:

     (a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Security Ownership of Certain Beneficial Owners and Management”

     (b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Security Ownership of Certain Beneficial Owners and Management”

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Transactions in Symbion’s Securities During the Past 60 Days”

Item 12: The Solicitation or Recommendation.

Item 1012 of Regulation M-A:

     (d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

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     (e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

Item 13: Financial Statements.

Item 1010 of Regulation M-A:

     (a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Selected Historical Financial Information”

• “OTHER IMPORTANT INFORMATION REGARDING SYMBION – Book Value Per Share”

• “WHERE YOU CAN FIND MORE INFORMATION”

The information contained in the Consolidated Financial Statements included in Symbion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and Symbion’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 is incorporated herein by reference.

     (b) Pro Forma Information. Not applicable.

Item 14: Persons/Assets, Retained, Employed, Compensated or Used.

Item 1009 of Regulation M-A:

     (a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Opinion of Financial Advisor”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “SPECIAL FACTORS – Fees and Expenses of the Merger”

• “THE SPECIAL MEETING OF STOCKHOLDERS – Solicitation of Proxies”

• APPENDIX B – Opinion of Bear, Stearns & Co. Inc.

     (b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

• “SUMMARY TERM SHEET”

• “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

• “SPECIAL FACTORS – Background of the Merger”

• “SPECIAL FACTORS – Recommendations of the Special Committee and Board of Directors; Reasons for Approval of the Merger”

• “SPECIAL FACTORS – Purpose and Reasons of the Buying Group for the Merger; Position as to Fairness”

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• “SPECIAL FACTORS – Interests of Symbion’s Directors and Executive Officers in the Merger”

• “SPECIAL FACTORS – Financial Projections”

Item 15: Additional Information.

Item 1011(b) of Regulation M-A:

     (b) Other Material Information. The information set forth in the Proxy Statement, including all appendices thereto, is incorporated in its entirely herein by reference.

Item 16: Exhibits.

(a)(1)	The Proxy Statement of Symbion as filed with the SEC on Schedule 14A by Symbion on May 30, 2007, incorporated herein by reference
(a)(2)	Form of Proxy Card, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(a)(3)	Letter to Stockholders, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(a)(4)	Notice of Special Meeting of Stockholders, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(a)(5)	Press Release dated April 24, 2007, incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Symbion on April 24, 2007
(a)(6)	Letter to Employees and Physcian Partners dated April 24, 2007 filed with the SEC as definitive additional proxy soliciting materials by Symbion on April 24, 2007, incorporated herein by reference
(a)(7)	Answers to Frequently Asked Questions Regarding the Proposed Merger, filed with the SEC as definitive additional proxy soliciting materials by Symbion on April 26, 2007, incorporated herein by reference
(b)	Debt Commitment Letter, dated April 24, 2007, among Merrill Lynch Capital Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A. and Parent
(c)(1)	Opinion of Bear, Stearns & Co. Inc., dated April 24, 2007, incorporated herein by reference to Appendix B of the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(c)(2)	Presentation of Bear, Stearns & Co. Inc. to the Special Committee of the Board of Directors of Symbion, Inc., dated April 19, 2007
(c)(3)	Presentation of Bear, Stearns & Co. Inc. to the Special Committee of the Board of Directors of Symbion, Inc., dated April 22, 2007
(c)(4)	Presentation of Bear, Stearns & Co. Inc. to the Special Committee of the Board of Directors and the Board of Directors of Symbion, Inc., dated April 24, 2007
(d)	Agreement and Plan of Merger, dated as of April 24, 2007, by and among Parent, Acquisition and Symbion, incorporated herein by reference to Appendix A of the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(f)	Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Appendix C of the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(g)	None

10

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: May 30, 2007

SYMBION, INC.
By:	/s/ Richard E. Francis, Jr.
Name:	Richard E. Francis, Jr.
Title:	Chairman of the Board and Chief Executive Officer
CRESTVIEW PARTNERS, L.P.
By:	/s/ Thomas S. Murphy, Jr.
Name:	Thomas S. Murphy, Jr.
Title:	Managing Director
SYMBOL ACQUISITION, L.L.C.
By:	/s/ Thomas S. Murphy, Jr.
Name:	Thomas S. Murphy, Jr.
Title:	Vice President
SYMBOL MERGER SUB, INC.
By:	/s/ Thomas S. Murphy, Jr.
Name:	Thomas S. Murphy, Jr.
Title:	Director
/s/ Richard E. Francis, Jr.
RICHARD E. FRANCIS, JR.
/s/ Clifford G. Adlerz
CLIFFORD G. ADLERZ

EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)	The Proxy Statement of Symbion as filed with the SEC on Schedule 14A by Symbion on May 30, 2007, incorporated herein by reference
(a)(2)	Form of Proxy Card, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(a)(3)	Letter to Stockholders, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(a)(4)	Notice of Special Meeting of Stockholders, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(a)(5)	Press Release dated April 24, 2007, incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Symbion on April 24, 2007
(a)(6)	Letter to Employees and Physcian Partners dated April 24, 2007 filed with the SEC as definitive additional proxy soliciting materials by Symbion on April 24, 2007, incorporated herein by reference
(a)(7)	Answers to Frequently Asked Questions Regarding the Proposed Merger, filed with the SEC as definitive additional proxy soliciting materials by Symbion on April 26, 2007, incorporated herein by reference
(b)	Debt Commitment Letter, dated April 24, 2007, among Merrill Lynch Capital Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A. and Parent
(c)(1)	Opinion of Bear, Stearns & Co. Inc., dated April 24, 2007, incorporated herein by reference to Appendix B of the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(c)(2)	Presentation of Bear, Stearns & Co. Inc. to the Special Committee of the Board of Directors of Symbion, Inc., dated April 19, 2007
(c)(3)	Presentation of Bear, Stearns & Co. Inc. to the Special Committee of the Board of Directors of Symbion, Inc., dated April 22, 2007
(c)(4)	Presentation of Bear, Stearns & Co. Inc. to the Special Committee of the Board of Directors and the Board of Directors of Symbion, Inc., dated April 24, 2007
(d)	Agreement and Plan of Merger, dated as of April 24, 2007, by and among Parent, Acquisition and Symbion, incorporated herein by reference to Appendix A of the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(f)	Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Appendix C of the Proxy Statement on Schedule 14A filed by Symbion with the SEC on May 30, 2007
(g)	None

EX-99.(B)

Exhibit (b)

MERRILL LYNCH CAPITAL	BANC OF AMERICA SECURITIES LLC
CORPORATION	BANC OF AMERICA BRIDGE LLC
MERRILL LYNCH, PIERCE, FENNER &	BANK OF AMERICA, N.A.
SMITH INCORPORATED	9 West 57th Street
4 World Financial Center	New York, NY 10019
250 Vesey Street
New York, NY 10080

CONFIDENTIAL

April 24, 2007

Symbol Acquisition, L.L.C.

c/o Crestview Partners L.P.
667 Madison Avenue, 10th Floor
New York, NY 10021

Attention: Quentin Chu

$275,000,000 Senior Secured Credit Facilities
$250,000,000 Senior PIK Toggle Bridge Facility

Commitment Letter

Ladies and Gentlemen:

          You have advised Merrill Lynch Capital Corporation (“MLCC”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS” and, together with MLCC, “Merrill Lynch”) Bank of America, N.A. (“Bank of America” and together with MLCC, the “Initial Bank Lenders”) Banc of America Bridge LLC (“Banc of America Bridge” and, together with MLCC, the “Initial Bridge Lenders” and, together with the Initial Bank Lenders, the “Initial Lenders”)) and Banc of America Securities LLC (“BAS” and, together with MLPFS, the “Joint Lead Arrangers” and, together with the Initial Lenders, the “Commitment Parties,” “we” or “us”) that you intend to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meanings assigned to them in the Term Sheets (as defined below)).

          In connection with the Transactions, (a) MLCC and Bank of America are pleased to advise you of their respective several, but not joint, commitments to provide 50% each of the entire principal amount of the Senior Secured Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter (this “Commitment Letter”) and in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet”) and (b) MLCC and Banc of America Bridge are pleased to advise you of their respective several, but not joint, commitments to provide 50% each of the entire principal amount of the Senior PIK Toggle Bridge Facility upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Senior PIK Toggle Bridge Facility Term Sheet” and, together with the Senior Facilities Term Sheet, the “Term Sheets”).

          You hereby appoint the Joint Lead Arrangers to act, and the Joint Lead Arrangers hereby agree to act, as joint lead arrangers and bookrunners for each of the Facilities, upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Term Sheets. You also hereby appoint MLCC to act, and MLCC hereby agrees to act, as sole and exclusive administrative agent and sole and exclusive collateral agent for the Lenders under the Facilities, upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and the Term Sheets and you appoint BAS to act, and BAS hereby agrees to act, as sole and exclusive syndication agent under the Facilities, upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and the Term Sheets. It is understood and agreed that no additional agents, co-agents, arrangers, co-arrangers, bookrunners, joint bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by the Term Sheets or the Fee Letter referred to below) will be paid in connection with the Facilities unless you and we so agree (our consent not to be unreasonably withheld); provided that you shall have the right to appoint one or more co-managers or documentation agents so long as (a) MLPFS receives “left” placement on all marketing materials and documentation in connection with the Facilities and not less than 50% of the total compensation to all arrangers, bookrunners, agents and managers and (b) BAS receives not less than 35% of the total compensation to all arrangers, bookrunners, agents and managers (it being understood that, to the extent you appoint additional co-managers, agents, co-agents, or confer other titles in respect of any Facility, the commitments of BAS in respect of the Facilities will be reduced by the amount of the commitments of such appointed entities (or their relevant affiliates).

          The Initial Lenders reserve the right, prior to or after the execution of definitive documentation for each of the Facilities (such documentation in respect of the Senior Secured Facilities, the “Senior Facilities Documentation”; in respect of the Senior PIK Toggle Bridge Facility, the “Bridge Facility Documentation”; and in respect of the Facilities collectively, the “Facilities Documentation”), to syndicate all or a portion of the commitments hereunder to one or more financial institutions reasonably acceptable to the Joint Lead Arrangers and you that will become parties to such definitive documentation pursuant to syndications to be managed by the Joint Lead Arrangers (the financial institutions becoming parties to such definitive documentation being collectively referred to as the “Lenders”); provided that (i) any assignment of any commitment prior to the Closing Date shall not reduce the Initial Lenders’ obligations to fund the entire amount of the Facilities pursuant to each of their respective commitments as set forth in this Commitment Letter and (ii) the Initial Bridge Lenders shall not syndicate or assign more than 49% of their respective commitments in respect of the Senior PIK Toggle Bridge Facility (it being understood that participations of the Senior PIK Toggle Bridge Facility prior to the Closing Date are fully allowed so long as participants do not receive voting rights greater than those outlined under “Assignments and Participations” in Exhibit B). You understand that the Facilities may be separately syndicated. The Joint Lead Arrangers may decide to commence syndication efforts promptly and, to the extent reasonably requested by the Joint Lead Arrangers, you agree to use commercially reasonable efforts to assist the Joint Lead Arrangers in completing timely and orderly syndications. Such assistance shall include, but not be limited to, (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Sponsor, (b) your using commercially reasonable efforts to cause direct contact during the syndications between your and the Sponsor’s senior management and representatives on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts to cause such contact between the senior management of the Acquired Business, on the one hand, and the proposed Lenders, on the other hand) at mutually agreed upon times, (c) your assistance (including the use of commercially reasonable efforts to cause the Sponsor, the Acquired Business and your and their advisors to assist) in the preparation of Confidential Information Memoranda for the Facilities and other marketing materials to be used in connection with the syndications (collectively, the “Information Materials”), (d) the hosting, with the Joint Lead Arrangers, of one or more telephone conference calls with and one meeting of prospective Lenders at times and at a

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location to be mutually agreed and (e) your using commercially reasonable efforts to obtain ratings for the Senior Secured Facilities and the Notes from each of Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) at least 30 days prior to the Closing Date.

          It is understood and agreed that the Joint Lead Arrangers will, in consultation with you, manage all aspects of the syndications, including selection of Lenders reasonably acceptable to you, determination of whom they will approach and when and the time of acceptance of the Lenders’ commitments, any naming rights and the final allocations of the commitments among the Lenders; provided that, subject to the third paragraph of this Commitment Letter, you shall be entitled to appoint additional financial institutions as co-managers or documentation agents. To assist the Joint Lead Arrangers in their syndication efforts, you agree promptly to provide to us (and to use commercially reasonable efforts to cause the Sponsor and the Acquired Business to provide to us) all information reasonably available with respect to you, the Acquired Business, the Transactions and the other transactions contemplated hereby, including all financial information concerning the Acquired Business and projections (such projections, the “Projections”), as we may reasonably request in connection with the structuring, arrangement and syndications of the Facilities.

          You agree, at the request of the Joint Lead Arrangers, to assist in the preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either (i) publicly available (or contained in the prospectus or other offering memorandum for the Notes) or (ii) not material with respect to you, the Acquired Business or your or their respective subsidiaries or any of your or their respective securities for purposes of foreign, United States Federal and state securities laws assuming such laws are applicable to you, the Acquired Business or your or their respective subsidiaries and after giving effect to the disclosures customarily made in connection with a Rule 144A securities offering (such information, the “Public Lender Information’’). You acknowledge that the following documents shall contain solely Public Lender Information: (a) drafts and final definitive documentation with respect to the Facilities, (b) administrative materials prepared by the Joint Lead Arrangers for prospective Lenders (such as a lender meeting invitation, allocations of funding and closing memoranda) and (c) notification of changes in the terms of the Facilities.

          You hereby represent and warrant that (a) to the best of your knowledge, all information concerning or affecting the Acquired Business or you other than the Projections, other forward-looking information and information of a general economic or industry nature (the “Information”) that has been or will be made available to the Initial Lenders or the Joint Lead Arrangers by or on behalf of you, the Sponsor or the Acquired Business, taken as a whole, is or will be, when furnished, true and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to the Initial Lenders and the Joint Lead Arrangers by you or the Sponsor in connection with the Acquisition and financing contemplated hereby have been and will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time of preparation thereof based on information provided by the Acquired Business, and it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved and that actual results may differ and that such differences may be material. You agree that if at any time from and including the date hereof until the Closing Date, the representation and warranty in the immediately preceding sentence becomes untrue, then you will promptly supplement the Information and Projections so that such representation or warranty would be true and correct under those circumstances. In arranging the Facilities, including the syndications of the Facilities, the Initial Lenders and the Joint Lead Arrangers will be entitled to use and rely primarily on the Information and the

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Projections without responsibility for independent verification thereof, it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved.

          As consideration for the Initial Lenders’ commitments hereunder and the Joint Lead Arrangers’ agreement to structure, arrange and syndicate the Facilities, you agree to pay (or to cause to be paid) to the Initial Lenders the fees as set forth in the Term Sheets and in the Joint Lead Arranger Fee Letter (the “Fee Letter”), dated the date hereof and delivered herewith with respect to the Facilities, as and when due and payable.

          The Initial Lenders’ commitments hereunder and the Initial Lenders’ and the Joint Lead Arrangers’ agreement to perform the services described herein are subject to (a) there not having occurred a Material Adverse Effect (as defined in the Acquisition Agreement), (b) the negotiation, execution and delivery of Facilities Documentation consistent with this Commitment Letter and the Term Sheets and no less favorable to the Borrower than similar facilities involving other portfolio companies of the Sponsor (the provisions of such facilities being referred to collectively as “Sponsor Precedent”), (c) there not being from and including the date hereof until the Closing Date any competing issues of debt securities or commercial bank or other credit facilities of you and the Acquired Business or any of your or their respective subsidiaries being offered, placed or arranged (other than the Notes and the Facilities) and (d) the other conditions set forth in “Conditions Precedent to Initial Borrowings” set forth in Exhibit A hereto and in Schedule B to Exhibit A hereto. Those matters that are not covered by or made clear under the provisions hereof and of the Term Sheets are subject to the approval and agreement of the Initial Lenders, the Joint Lead Arrangers and you.

          Notwithstanding anything in this Commitment Letter, the Term Sheets, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Acquired Business, its subsidiaries and their businesses the making of which shall be made on the Closing Date shall be (A) such of the representations made by the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate your obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth herein and in the Term Sheets are satisfied (it being understood that, to the extent any Collateral (other than assets of Holdings and domestic subsidiaries of Holdings pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) or guaranty is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such Collateral or guaranty shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be agreed upon). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and, subject to clause (ii) above, the Guarantors set forth in the Term Sheets relating to corporate power and authority, the enforceability of the definitive documentation with respect to the Facilities, the status of the Senior Secured Facilities as senior debt, Federal Reserve margin regulations, and the Investment Company Act.

          By executing this Commitment Letter, you agree to indemnify and hold harmless each of us, each other Lender and ours and their respective affiliates, and each such person’s respective officers, directors, employees, agents and controlling persons (each, an “Indemnified Party”) from and against any and all losses, claims, damages, costs, expenses and liabilities, joint or several, to which any Indemnified Party may become subject under any applicable law, or otherwise related to or arising out of or in connection with this Commitment Letter, the Fee Letter, the Term Sheets, the Facilities, the loans

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thereunder and the use of proceeds therefrom, any of the financing Transactions or any related financing transaction and the performance by any Indemnified Party of the services contemplated hereby, and will reimburse each Indemnified Party for any and all expenses (including counsel fees and expenses) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of you, Seller, or any of your or Seller’s respective affiliates and whether or not any of the financing Transactions are consummated or this Commitment Letter is terminated, except to the extent determined by a final judgment of a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s bad faith, gross negligence or willful misconduct or (ii) the material breach by you of your obligations hereunder of the Facilities Documentation. You also agree not to assert any claim against any Indemnified Party for special, indirect, consequential, punitive or exemplary damages on any theory of liability in connection in any way with this Commitment Letter, the Fee Letter, the Term Sheets, the Facilities, the loans thereunder and the use of proceeds therefrom, any of the financing Transactions or any related financing transaction and the performance by any Indemnified Party of the services contemplated hereby. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent primarily resulting from such Indemnified Party’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

          You agree that, without our prior written consent, neither you nor any of your affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions hereof (whether or not any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (i) includes an unconditional written release in form and substance reasonably satisfactory to the Indemnified Parties of each Indemnified Party from all liability arising out of such claim, action or proceeding and (ii) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party.

          You acknowledge that the Initial Lenders, the Joint Lead Arrangers and each of their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. None of the Initial Lenders, the Joint Lead Arrangers or any of our or their respective affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you in connection with the performance by the Initial Lenders, the Joint Lead Arrangers or any of our or their respective affiliates of services for other companies, and none of the Initial Lenders, the Joint Lead Arrangers or any of our or their respective affiliates will furnish any such information to the Seller or other companies. You also acknowledge that none of the Initial Lenders, the Joint Lead Arrangers or any of our or their respective affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Sponsor, the Acquired Business or your or their respective affiliates, confidential information obtained by the Initial Lenders, the Joint Lead Arrangers or any of our or their respective affiliates from other companies; provided however, it being understood that MLCC, Bank of America and Banc of America Bridge (in their capacity as the Initial Lenders) and MLPFS and BAS (in their capacity as the Joint Lead Arrangers) shall not effect transactions for their own or their affiliates’ accounts or the accounts of customers, or hold positions in loans, securities or options on loans or securities of the Acquired Business during the syndication of the Facilities (other than the syndication and placement of the Facilities and the Notes).

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     In connection with all aspects of the financing Transactions, you acknowledge and agree, and acknowledge your affiliates’ understanding, that (i) each of the financing Transactions is an arm’s-length commercial transaction, between you, on the one hand, and Merrill Lynch, Bank of America, Banc of America Bridge and BAS, on the other hand, (ii) in connection with each such Transaction and the process leading thereto each of Merrill Lynch, Bank of America, Banc of America Bridge and BAS will act solely as a principal and not as agent (except as otherwise provided herein) or fiduciary of you or your respective stockholders, affiliates, creditors, employees or any other party, (iii) none of Merrill Lynch, Bank of America, Banc of America Bridge and BAS will assume an advisory or fiduciary responsibility in favor of you or any of your affiliates with respect to any of the financing transactions contemplated hereby or the process leading thereto (irrespective of whether Merrill Lynch, Bank of America, Banc of America Bridge and BAS has advised or is currently advising you on other matters) and none of Merrill Lynch, Bank of America, Banc of America Bridge and BAS will have any obligation to you or any of your affiliates with respect to the financing Transactions except the obligations expressly set forth herein, (iv) Merrill Lynch, Bank of America, Banc of America Bridge and BAS may be engaged in a broad range of transactions that involve interests that differ from yours and your affiliates, and (v) none of Merrill Lynch, Bank of America, Banc of America Bridge and BAS has either provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted and will consult your own legal, accounting, regulatory, and tax advisors to the extent you deem appropriate. The matters set forth in this Commitment Letter reflect an arm’s-length commercial transaction between you and your affiliates, on the one hand, and Merrill Lynch, Bank of America, Banc of America Bridge and BAS on the other hand. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against Merrill Lynch, Bank of America, Banc of America Bridge and BAS with respect to any breach or alleged breach of fiduciary duty with respect to the financing Transactions.

     This Commitment Letter and the commitments hereunder shall not be assignable by you without the prior written consent of the Initial Lenders and the Joint Lead Arrangers (except by you to the ultimate borrower under the Facilities so long as such entity is controlled by the Sponsor), and any attempted assignment without such consent shall be void. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Initial Lenders, the Joint Lead Arrangers and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Commitment Letter. This Commitment Letter (including the exhibits hereto) and the Fee Letter are the only agreements that have been entered into among you and any of the other parties hereto with respect to the Facilities and set forth the entire understanding of the parties with respect thereto. This Commitment Letter is solely for the benefit of the parties hereto and no other person shall acquire or have any rights under or by virtue of this Commitment Letter. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby. The Initial Lenders and the Joint Lead Arrangers may perform the duties and activities described hereunder (including with respect to the Initial Lenders’ commitments) through any of their respective affiliates and/or branches and the provisions of the seventh paragraph of this Commitment Letter shall apply with equal force and effect to any of such affiliates and/or branches so performing any such duties or activities.

     Each party hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of any state or Federal court sitting in the City of New York over any suit, action or proceeding arising out of or relating to this Commitment Letter, the Term Sheets or the Fee Letter or the performance of services hereunder or thereunder. Each party hereto hereby agrees that service of any

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process, summons, notice or document by registered mail addressed to such party shall be effective service of process for any suit, action or proceeding brought in any such court. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. Each party hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment. You, the Initial Lenders and the Joint Lead Arrangers irrevocably agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of this Commitment Letter, the Term Sheets or the Fee Letter or the performance of services hereunder or thereunder.

          You agree that you will not disclose, directly or indirectly, this Commitment Letter, the Term Sheets, the Fee Letter or the contents of any of the foregoing to any person without the prior approval of the Initial Lenders and the Joint Lead Arrangers, except that you may disclose (a) this Commitment Letter, the Term Sheets, the Fee Letter and the contents hereof and thereof (i) to the Sponsor and your and the Sponsor’s respective potential and actual co-investors, directors, officers, employees, affiliates, attorneys, accountants and advisors and (ii) as required by applicable law or compulsory legal process, and (b) this Commitment Letter, the Term Sheets and the contents hereof and thereof (but not the Fee Letter or the contents thereof but the aggregate amount of fees may be disclosed) (i) to the Acquired Business and its officers, directors, employees, attorneys, accountants and advisors in connection with the Transactions and on a confidential and need-to-know basis, except that upon consummation of the Transactions, the Fee Letter may be disclosed to the Acquired Business and its officers, directors, employees, attorneys, accountants and advisors, (ii) to any rating agency in connection with the Transactions and on a confidential and need-to-know basis and (iii) in any prospectus or other offering memorandum or in any other public filing or press release in connection with the Acquisition.

          We hereby notify you that, pursuant to the requirements of the U.S.A. PATRIOT ACT (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Patriot Act”), each of us may be required to obtain, verify and record information that identifies you and the Acquired Business, which information may include your and its name, address and tax identification number, and other information that will allow the Initial Lenders, the Joint Lead Arrangers and each of the Lenders to identify you in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Initial Lenders, the Joint Lead Arrangers and each of the Lenders.

          Please indicate your acceptance of the terms hereof and of the Fee Letter by signing in the appropriate space below and in the Fee Letter and returning to the Initial Lenders and the Joint Lead Arrangers the enclosed duplicate originals (or facsimiles) of this Commitment Letter and the Fee Letter not later than 5:00 p.m., New York City time, on April 25, 2007. The commitments hereunder will expire at such time in the event that the Initial Lenders and the Joint Lead Arrangers have not received such executed duplicate originals (or facsimiles) in accordance with the immediately preceding sentence. In the event that (i) the initial borrowings under one of the Facilities do not occur on or before October 31, 2007, (ii) the Acquisition Agreement is terminated or (iii) the Sponsor confirms that the Acquisition has been abandoned, then this Commitment Letter and the commitments hereunder shall automatically terminate unless the Initial Lenders and the Joint Lead Arrangers shall, in their sole discretion, agree to an extension. The indemnification, jurisdiction, waiver of jury trial, syndication and confidentiality provisions contained herein and the Fee Letter shall remain in full force and effect regardless of whether the Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that on the Closing Date such provisions (other than your obligations with respect to (a) assistance to be provided in connection with the syndication, but only for the period specified herein and (b) the confidentiality provisions with respect to

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the Fee Letter and the contents thereof) shall automatically be superseded by the Facilities Documentation and you shall automatically be released from all liability in connection therewith at such time.

          BY SIGNING THIS COMMITMENT LETTER, EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT (A) BANK OF AMERICA AND MLCC ARE OFFERING TO PROVIDE THE SENIOR SECURED FACILITIES SEPARATE AND APART FROM BANC OF AMERICA BRIDGE’S AND MLCC’S OFFER TO PROVIDE THE SENIOR PIK TOGGLE BRIDGE FACILITY AND (B) BANC OF AMERICA BRIDGE AND MLCC ARE OFFERING TO PROVIDE THE SENIOR PIK TOGGLE BRIDGE FACILITY SEPARATE AND APART FROM THE OFFER BY BANK OF AMERICA AND MLCC TO PROVIDE THE SENIOR SECURED FACILITIES. YOU MAY, AT YOUR OPTION, ELECT TO ACCEPT THIS COMMITMENT LETTER (AND THE APPLICABLE PROVISIONS OF THE FEE LETTER) WITH RESPECT TO EITHER THE SENIOR SECURED FACILITIES OR THE SENIOR PIK TOGGLE BRIDGE FACILITY OR BOTH,

[The remainder of this page intentionally left blank]

-8-

We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,
MERRILL LYNCH CAPITAL CORPORATION
By:	/s/ Wissam B. Kairouz
	Name:	Wissam B. Kairouz
	Title:	Vice President
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Wissam B. Kairouz
	Name:	Wissam B. Kairouz
	Title:	Director
BANK OF AMERICA, N.A.
By:	/s/ Alysa Trakas
	Name:	Alysa Trakas
	Title:	Vice President
BANK OF AMERICA SECURITIES LLC
By:	/s/ Subhadra Shrivastava
	Name:	Subhadra Shrivastava
	Title:	Vice President

-9-

	BANK OF AMERICA BRIDGE LLC
By:	/s/ Alysa Trakas
	Name:	Alysa Trakas
	Title:	Vice President

-10-

Accepted and agreed to as of
the date first written above:

SYMBOL ACQUISITION, LLC.

By:	/s/ Thomas S. Murphy, Jr.
	Name:	Thomas S. Murphy, Jr.

-11-

EX-99.(C)(2)

Exhibit (c)(2)

HIGHLY CONFIDENTIAL DRAFT

Presentation to the Saturn Special Committee

Project Saturn

April 19, 2007

Project Saturn

Table of Contents Section

1 Transaction Overview

2 Review of Saturn Financial Results and Projections

3 Valuation Analysis

A Discounted Cash Flow Analysis

B Comparable Company Analysis

C Precedent M&A Transactions Analysis

4 Illustrative LBO Analysis

5 Potential Parties to Contact During Go-Shop Period Appendices

A Supplemental Discounted Cash Flow Analysis Information

B Weighted Average Cost Capital Supplemental Materials

CONFIDENTIAL 10499358, v1

Project Saturn

Certain Disclosures and Other Considerations

This presentation has been prepared solely for the use of the Special Committee of the Board of Directors (the “Board”) of Saturn (“Saturn” or the “Company”) in connection with the fairness opinion being provided by Bear, Stearns & Co. Inc. (“Bear Stearns”) with respect to Project Saturn. This presentation should only be used by the Board in its evaluation of the specific transaction referred to herein (the “Transaction”) and should not be used, considered or relied upon for any other purpose or in connection with any other matter. This presentation and the conclusions presented herein are qualified in their entirety by the written opinion letter regarding the Transaction to be delivered by Bear Stearns and the assumptions, qualifications and other limitations to be stated therein. This presentation is confidential and may not be reproduced, disseminated, quoted from or referred to at any time, in any manner or for any purpose without the prior written consent of Bear Stearns.

The financial and other information contained in this presentation was obtained solely from Saturn and from public sources. Bear Stearns has relied upon and assumed, without independent verification, the accuracy and completeness of such information. Bear Stearns has assumed that the projections referred to herein have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of Saturn as to the expected future performance of Saturn. Bear Stearns has not assumed responsibility for independent verification of any such information, including, without limitation, the projections, and Bear Stearns has further relied upon assurances of senior management of Saturn that they are unaware of any facts that would make any such information or projections incomplete or misleading. This presentation has been prepared as of the date on the cover page of this presentation and reflects information made available to us as of or prior to such date.

Bear Stearns has acted as a financial advisor to the Special Committee of the Board of Directors of Saturn in connection with the Transaction and will receive a customary fee for such services, a substantial portion of which is contingent on successful consummation of the Transaction. In addition, Saturn has agreed to reimburse us for certain expenses and to indemnify us against certain liabilities arising out of our engagement. Bear Stearns (i) has previously been engaged by Saturn and (ii) has previously been engaged by Crestview and its affiliates, in each case to provide investment banking and other services on matters unrelated to the Transaction, for which we have received (or expect to receive) customary fees. Bear Stearns may seek to provide Saturn and Crestview and its affiliates certain investment banking and other services in the future.

Consistent with applicable legal and regulatory requirements, Bear Stearns has adopted policies and procedures to establish and maintain the independence of Bear Stearns’ research departments and personnel. As a result, Bear Stearns’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to Saturn, Crestview, the Transaction and other participants in the Transaction that differ from the views of Bear Stearns’ investment banking personnel.

In the ordinary course of business, Bear Stearns and its affiliates may actively trade for its own account and for the accounts of its customers equity and debt securities, bank debt and/or other financial instruments issued by Saturn and/or Crestview and their respective affiliates, as well as derivatives thereof, and, accordingly, may at any time hold long or short positions in such securities, bank debt, financial instruments and derivatives.

CONFIDENTIAL 10499358, v1

Section 1

Transaction Overview

Project Saturn

Introduction

The purpose of today’s meeting is to provide an update to the Special Committee regarding Project Saturn and evaluate the proposal received from Crestview Partners GP, L.P. (“Crestview”).

On April 16^th, Saturn (or the “Company”) received a written proposal from Crestview to acquire the Company for $21.50 per share in cash (the “Proposed Transaction”)

· Proposal expires at 5:00PM on Friday, April 20th Crestview has indicated the following as part of the Proposed Transaction: · Due diligence is complete · Committed financing - Signed commitment papers to be delivered at execution of contract

In addition, Crestview also submitted a mark-up of the merger agreement

· No financing conditions · 25 day “go-shop” period

Today, we will review the Proposed Transaction and provide the Special Committee with a preliminary framework for assessing its attractiveness in the context of Saturn’s current situation

CONFIDENTIAL 1

Project Saturn

Overview of Proposed Transaction: Crestview Proposal

Key Terms

Acquiror Entities to be formed by Crestview Partners GP, L.P.

Transaction Structure Merger of Saturn with an indirect wholly-owned subsidiary of Crestview

Form of Consideration 100% Cash⁽¹⁾

Transaction Value $21.50 per Saturn share (9.1% premium to current price of $19.71 as of the close on

April 17, 2007; 22.1% premium to stock price of $17.61 prior to announcement of Welsh

Carson’s acquisition of USPI on January 8, 2007

· $479.4 million equity value

· $585.8 million enterprise value

Financing $400.0 million of debt financing

Equity commitment provided by Crestview and affiliates

Break-up Fees 2.5% of equity value at deal for termination due to a superior proposal during the go

shop period, plus up to $8 million in expenses

4.0% of equity value at deal for termination due to a superior proposal after the go shop

period, plus up to $8 million in expenses

No reverse break- up fee as a result of Crestview termination

Certain Conditions to Closing Saturn shareholder approval

Absence of Material Adverse Effect

HSR and all other governmental consents and approvals

No injunctions or legal restraints

Other Selected Terms 25 day “go shop” provision

No financing condition

(1) Excludes roll-over equity from Saturn Management.

CONFIDENTIAL 2

Project Saturn

Prior Sale Discussions Held

Summary Observations

In Q1:2006, Company was approached by Strategic Investor who indicated interest in acquiring the Company at a 20% premium to the then current stock price

On that basis, Company allowed Strategic Investor to perform initial due diligence

At the completion of initial due diligence, Strategic Investor declined to submit a formal proposal to acquire the Company

n In June and July 2006, Company’s Board of Directors allowed management and to retain investment bank to solicit interest from 12 financial sponsors regarding a potential transaction (including a sponsor that had a platform company in the industry)

All but 2 financial sponsors executed confidentiality agreements

After reviewing public information, 5 financial sponsors provided preliminary indications of interest ranging from $24.00 to $27.00 per share (market price at the time was $21.90)

Management selected 3 of the financial sponsors to continue in the process and perform initial due diligence

On October 31, 2006, and after completing the initial due diligence phase, only 1 of 3 remaining financial sponsors (“Final Bidder”) provided a revised indication of interest, subject to due diligence to acquire the Company for $21.00 to $22.00 per share

Upon completion of its due diligence process in November 2006, the Final Bidder decided not to submit a formal proposal to acquire the Company

That Final Bidder indicated in April 2007 that it was not interested in acquiring the Company, but might be interested in making a minority investment in the Company at a discount to the then current stock price

CONFIDENTIAL 3

Project Saturn

Background to Proposed Transaction

Summary of Key Dates and Events

Dates Events

March 6th Crestview indicates an initial interest in acquiring the Company for $22.00 per share n Subsequently, Board of Directors meet and constitute Special Committee

March 26^th Special Committee, Bear Stearns and Akin Gump (“Advisors”) meet for organizational call March 29^th Special Committee and Advisors meet to discuss process and calendar April 5^th Bear Stearns and Company CFO and Controller meet to review 2007E Budget as Prepared and as Adjusted

April 6^th Special Committee and Advisors meet to discuss draft merger agreement n Akin Gump delivers draft merger agreement to Davis Polk

April 16^th Special Committee and Advisors meet with Management to discuss and diligence Management’s financial model (the “Management Model”) n Bear Stearns receives Proposed Transaction letter from Crestview offering to acquire Saturn for $21.50 per share and Crestview provides mark- up of merger agreement

Special Committee and Advisors meet to discuss Proposed Transaction

CONFIDENTIAL

Project Saturn

Review of Proposed Transaction Valuation

As Received on April 16, 2007 ($ and shares in millions) Proposed Transaction            Illustrative Other Values

Price Per Share $21.50 $22.00 $23.00

Premium to Current ($19.71 on April 17, 2007) 9.1 % 11.6 % 16.7 % Primary Shares 21.684 21.684 21.684

In-the-$ Options and Warrants⁽¹⁾ 2.025 2.025 2.026

Gross Diluted Shares 23.709 23.709 23.710

Gross Equity Value $509.7 $521.6 $545.3

Less: Options and Warrants Proceeds (30.3) (30.3) (30.4)

Net Equity Value $479.4 $491.3 $515.0

Add: Estimated Long Term Debt @ 3/31/07 133.3 133.3 133.3

Less: Estimated Cash & Cash Equivalents @ 3/31/07 (26.9) (26.9) (26.9)

Enterprise Value $585.8 $597.7 $621.4 2007 New Development and Buy-up Spend $56.4 $56.4 $56.4 Management Enterprise Value/EBITDA-MI            Model

2006A ⁽²⁾ 11.6x $50.3 11.9 x 12.3 x 2006A Pro Forma 11.1 ⁽³⁾ 52.5 11.4 11.8

2007E Budget as Adjusted 10.1 58.3 10.3 10.7

2007E Pro Forma^{(4) (5)} 64.6 9.9 10.1 10.5

2008E Base Case 67.6 9.5 9.7 10.0

Price/Earnings Per Share

2006A ⁽²⁾ 25.5x $0.84 26.1 x 27.3 x 2007E Budget as Adjusted 23.8 0.91 24.3 25.4

2008E Base Case 19.4 1.11 19.8 20.7

(1) Includes 196,683 restricted stock units outstanding as of March 31, 2007.

(2) Represents 2006A results adjusted to exclude net non-recurring gains/(losses) and proceeds from litigation and insurance settlements of $1.6 million in total.

(3) Represents 2006A as described in footnote (2) adjusted for the impact of divestitures, new development and changes in the certain payor agreements as if it occurred on January 1, 2006. (4) Represents 2007E Budget as Adjusted pro forma for the full-year impact of divestitures, new development and buy-up activity as if it occurred on January 1, 2007. (5) Associated debt in enterprise value includes 2007E Budget as Adjusted new development and buy-up activity spend of ~$56.4 million.

CONFIDENTIAL 5

Project Saturn

Saturn Stock Price Performance

Past Year Daily: April 17, 2006-April 17, 2007

A 04/26/06: Announced Q1:06 EPS of $0.20 falling short of consensus estimates of $0.23. Reaffirmed guidance for fiscal year 2006 revenue in the range of $300-$305 million and EPS in the range of $0.88-$0.91, below analyst estimates of $0.93.

B 07/26/06: Announced Q2:06 EPS of $0.23 topping consensus estimates of $0.22. Raised guidance for fiscal year 2006 revenue from $300-$305 million to $303-$308 million.

C 08/26/06 Deutsche Bank research analyst is quoted in The Tennessean as saying Saturn may be considering a sale of itself.

D 09/21/06 Bank of America lowered ASC industry outlook from overweight to underweight.

E 10/25/06: Announced Q3:06 EPS of $0.19 falling short of consensus estimates of $0.22. Lowered guidance for fiscal year 2006 revenue in the range of $300-$305 million and EPS in the range of $0.83-$0.86.

F 12/19/06: Announced guidance for fiscal year 2007 of revenue between $332-$337 and earnings per share between $0.92-$0.95. G 01/08/07: Welsh Carson announced acquisition of USPI, resulting in Saturn stock increasing by ~6%.

H 02/26/07: Announced fiscal year 2006 earnings of $0.85 vs. $0.84 per first call. Q4:06 EPS of $0.21 falling short of consensus estimates of $0.22.

CONFIDENTIAL 6

Project Saturn

Sector Relative Stock Price Performance

Day Before USPI Deal Announcement to Present            Last Six Months

Last Twelve Months            Since IPO (02/06/04-Present)

(1) Includes AmSurg, MedCath, Novamed and United Surgical Partners, Intl. We note that United Surgical Partners, Intl. is included although it was acquired by Welsh Carson on January 8, 2007.

CONFIDENTIAL 7

Project Saturn

Proposed Transaction Value: Implied Premiums Analysis

Saturn Stock Price Across Time

Saturn Stock Price

Implied Premiums Across Time

(1) Current represents closing stock price on April 17, 2007.

(2) Represents the unaffected closing price on the day prior to USPI’s announcement of acquisition by Welsh Carson.

CONFIDENTIAL 8

Section 2

Review of Saturn Financial Results and Projections

Project Saturn

Saturn Historical Financial Performance

Summary Historical Income Statement ($ in millions)

Actual Fiscal Years Ended December 31, CAGR 2002A 2003A 2004 A 2005 A 2006A ‘02A-’06A

Revenue $144.7 $176.3 $216.3 $265.7 $301.5 20.2 % YOY % Growth 38.2 % 21.8 % 22.7 % 22.8 % 13.5 % Operating Expenses 98.5 120.1 145.8 170.8 201.3 19.6 % % of Revenue 68.1 % 68.1 % 67.4 % 64.3 % 66.8 % % of Revenue (Ex FAS 123R) — — — — 66.7 General & Administrative 14.3 15.9 18.4 22.0 24.4 14.2 % % of Revenue 9.9 % 9.0 % 8.5 % 8.3 % 8.1 % % of Revenue (Ex FAS 123R) — — — — 6.9 (Income)/Loss on Equity Investments (0.5) (0.4) (1.3) (1.3) (2.4) 45.5 % Minority Interest 7.4 10.4 15.5 25.9 27.9 39.6 % EBITDA-MI⁽¹⁾ $ 25.0 $30.3 $ 37.8 $ 48.3 $ 50.3 19.1 %

% Margin 17.3 % 17.2 % 17.5 % 18.2 % 16.7 % % Margin (Ex FAS 123R) - — — — 18.0 Depreciation & Amortization 7.8 9.3 10.9 13.3 13.4 14.4 % EBIT-MI⁽¹⁾ $ 17.2 $21.0 $ 26.9 $ 35.1 $ 36.9 21.1 % % Margin 11.9 % 11.9 % 12.4 % 13.2 % 12.2 % % Margin (Ex FAS 123R Expense) — — — — 13.5 Interest Expense, Net⁽²⁾ 4.6 4.9 4.2 4.9 7.1

Pre-Tax Income $ 12.6 $16.1 $ 22.8 $ 30.2 $ 29.8 24.2 % Income Tax Expense⁽³⁾ 4.8 6.2 8.7 11.3 11.5

% Tax Rate 38.4 % 38.4 % 38.4 % 37.4 % 38.7 % Net Income $ 7.7 $9.9 $ 14.0 $ 18.9 $ 18.3 24.0 %

% Margin 5.3 % 5.6 % 6.5 % 7.1 % 6.1 %

(1) Excludes pre-tax impairment and loss on disposal of long-lived assets of $0.5M, $0.4M, $0.3M, $1.5M and $1.2M in each of 2002A-2006A. Excludes pre-tax gain on sale of long-lived assets of $0.5M, $0.6M, $0.3M, $1.8M and $1.8M in each of 2002A-2006A. Excludes $0.4M in pre-tax proceeds from insurance settlement and $0.6M from litigation settlement in 2006A.

(2) Excludes pre-tax debt prepayment penalty of $0.9M in 2003A and $0.7M in 2004A.

(3) Excluded it ems listed in footnotes (1) and (2) tax-effected at marginal rate of ~36%; 2002A and 2003A represent estimate of full tax impact at 38.4% tax rate for comparative purposes.

CONFIDENTIAL 9

Project Saturn

Saturn 2006A Pro Forma EBITDA-MI

The chart below depicts Saturn Management’s adjustments to 2006A EBITDA-MI to arrive at 2006A Pro Forma EBITDA-MI.

EBITDA-MI: 2006 Actual to Pro Forma Bridge ($in millions)

Non            Recurring⁽¹⁾ Full Year Adjustments⁽²⁾

(1) As described in footnote (1) on page 9.

(2) California In Network (United Healthcare) and BCBS (Blue Cross/Blue Shield) Texas represent rate and volume impact of changes in pay arrangements with each of these payors. Full year adjustments represent impact of Roswell and Columbia divestitures and Durango, Greenville and Wichita acquisitions, as if these transactions occurred on January 1, 2006.

(3) Represents results from continuing operations.

CONFIDENTIAL 10

Project Saturn

Saturn 2007E Budget as Adjusted

In formulating expected 2007E results, Saturn Management started with its 2007E Budget as Prepared in Q4:06 and made several adjustments to reflect the current operating environment and account for anticipated strategic and operational changes in 2007E.

n Based on 2006A negative trends in cost of supplies, Saturn Management has increased supplies as a percentage of revenue from 19.1% to 20.0% in the 2007E Budget as Adjusted

n Not originally factored into the 2007E Budget, Saturn Management now expects to divest certain underperforming facilities in 2007, including:

· Englewood; · San Antonio; · Savannah; and, · Tuscaloosa

n In New Development Activity, Saturn Management has removed generic acquisition #1 from the 2007E Budget, delayed generic acquisition #2 by one quarter and reduced associated corporate G&A expense from ~$987K to ~$327K

n In terms of buying up interest in existing facilities, Saturn Management now intends to buy-up to a pro forma 60% stake in the Cape Coral facility on or about July 1, 2007

CONFIDENTIAL 11

Project Saturn

Saturn 2007 EBITDA-MI Budget Bridge

The chart on the left depicts the impact of Saturn Management’s adjustments on 2007 Budget as Prepared EBITDA-MI, while the chart on the right captures the pro forma impact had all of these adjustments along with acquisition and de novo activity occurred on January 1, 2007.

EBITDA-MI: 2007E Budget as Adjusted($ in millions) EBITDA-MI: 2007E Pro Forma ($ in millions)

(1) Represents the impact of removing generic acquisition #1 from the 2007E Budget, delaying generic acquisition #2 by one quarter and reducing associated corporate G&A expense by $660,000. (2) Represents annualized impact of items in 2007E Budget as Adjusted as well as the assumption that all New Development Activity occurs on January 1, 2007.

CONFIDENTIAL 12

Project Saturn

Saturn 2007 EPS Budget Bridge

The chart below depicts the impact of Saturn Management’s adjustments on 2007E Budget as Prepared EPS.

EPS: 2007E Budget as Adjusted            Observations

· Budget as Prepared yields $0.97 of 2007E EPS

· Saturn provided public 2007E EPS guidance of $0.92-$0.95

· Current Wall Street expectations are for $0.93 of EPS in 2007E (see page 19)

· Budget as Adjusted yields $0.91 of 2007E EPS

(1) Represents the impact of removing generic acquisition #1 from the 2007E Budget, delaying generic acquisition #2 by one quarter and reducing associated corporate G&A by $660,000.

CONFIDENTIAL 13

Project Saturn

Overview of Saturn Management Financial Model

For the period 2008-2012, Management developed two distinct sets of operating scenarios to arrive at two separate financial model cases:

Management Model Assumptions

Standalone Model

· Net patient revenue growth of 5% through 2012E based on anticipated pro forma 2007E results — 4% case volume growth — 1% net revenue per case growth · Service revenue growth of 2%; Other revenue growth of 5% · Facility operating expenses held constant at ~67% of revenue · General corporate expense annual growth of 5% — Yields ~50 bps of margin leverage through 2012 · Equity income in affiliates annual growth of 5% · Minority interest equal to 9% of revenue, implying 34.0%-35.0% of consolidated EBITDA · Exit remaining physician practice management contracts at end of 2008 (~$2.5 million of revenue) · Exercise buy-up option for majority stake in Chesterfield (6.75x multiple), Thousand Oaks (6.80x multiple) in 2010 and Novi (7.50x multiple) in 2011

n Standalone Model Plus Consistent Annual Generic Acquisitions and Generic De Novos

·Generic acquisitions acquired at 6.75x LTM EBITDA and assume 55% Saturn ownership — 3 facilities added in each of 2008-2012 ·Consolidated generic de novos require initial Saturn investment of $765,000 for 51% stake — 1 facility added in each of 2008-2012 ·Non-consolidated generic de novos require Saturn investment of $300,000 for 20% stake — 3 facilities added in each of 2008-2012 — In each of 2010- 2012, Saturn buys-up 1 facility to pro forma 51% stake at 6.75x LTM EBITDA CONFIDENTIAL 14

Project Saturn

Management Model: Base Case

Summary Projected Income Statement ($ in millions)

Pro            Budget as            Pro Actual            Forma            Adjusted            Forma            Projected Fiscal Years Ending December 31, CAGR 2006A 2009E 2006A 2007E 2007E 2008E 2010 E 2011 E 2012E ‘07E ⁽²⁾-’12E

Revenue⁽¹⁾ $301.5 $318.7 $347.7 $372.7 $391.2 $408.1 $449.5 $483.0 $507.1 7.8 % YOY % Growth 13.5 % 15.3 % 5.0 % 4.3 % 10.1 % 7.5 % 5.0 % Operating Expenses 201.3 216.1 232.4 249.4 260.6 271.9 299.8 321.8 337.9 7.8 % % of Revenue 66.8 % 67.8 % 66.9 % 66.9 % 66.6 % 66.6 % 66.7 % 66.6 % 66.6 % General & Administrative 24.4 24.4 28.3 28.3 29.7 31.2 32.7 34.3 36.0 5.0 % % of Revenue 8.1 % 7.7 % 8.1 % 7.6 % 7.6 % 7.6 % 7.3 % 7.1 % 7.1 % (Inc)/Loss on Equity Investments (2.4) (2.3) (1.4) (1.6) (1.7) (1.8) (1.6) (1.6) (1.7)

Minority Interest 27.9 28.0 30.0 32.1 35.0 36.5 39.9 43.4 45.7

EBITDA-MI $ 50.3 $ 52.5 $ 58.3 $ 64.6 $ 67.6 $ 70.4 $ 78.7 $ 85.1 $ 89.1 8.9 %

% Margin 16.7 % 16.5 % 16.8 % 17.3 % 17.3 % 17.2 % 17.5 % 17.6 % 17.6 % Depreciation & Amortization 13.4 14.3 16.7 17.6 19.0 19.8 21.6 23.2 24.3

EBIT-MI $ 36.9 $ 38.2 $ 41.5 $ 47.0 $ 48.6 $ 50.6 $ 57.0 $ 61.9 $ 64.8 9.3 % % Margin 12.2 % 12.0 % 11.9 % 12.6 % 12.4 % 12.4 % 12.7 % 12.8 % 12.8 % Interest Expense/(Income), Net 7.1 7.3 8.6 8.5 7.9 5.0 3.4 1.7 (1.3)

Pre-Tax Income $ 29.8 $ 31.0 $ 32.9 $ 38.5 $ 40.8 $ 45.6 $ 53.7 $ 60.2 $ 66.1 15.0 % Income Tax Expense (11.5) (11.9) (12.8) (15.0) (15.9) (17.8) (20.9) (23.5) (25.8)

Net Income $ 18.3 $ 19.0 $ 20.0 $ 23.5 $ 24.9 $ 27.8 $ 32.7 $ 36.7 $ 40.3 15.0 %

% Margin 6.1 % 6.0 % 5.8 % 6.3 % 6.4 % 6.8 % 7.3 % 7.6 % 8.0 %

(1) Base Case includes the exit of remaining physician practice management contracts at the end of 2008E and contractual buy-up activity in 2010E and 2011E. (2) Represents 2007E Budget as Adjusted.

CONFIDENTIAL 15

Project Saturn

Management Model: Growth Case

Summary Projected Income Statement ($ in millions)

Pro            Budget as            Pro Actual            Forma            Adjusted            Forma            Projected Fiscal Years Ending December 31, CAGR 2006A 2006A 2007E 2007E 2008E 2009 E 2010 E 2011 E 2012E ‘07E ⁽²⁾-’12E

Revenue⁽¹⁾ $301.5 $318.7 $347.7 $372.7 $404.1 $447.9 $524.7 $595.5 $659.0 13.6 % YOY % Growth 13.5 % 15.3 % 8.4 % 10.8 % 17.1 % 13.5 % 10.7 % Operating Expenses 201.3 216.1 232.4 249.4 269.6 298.6 349.5 395.8 437.5 13.5 % % of Revenue 66.8 % 67.8 % 66.9 % 66.9 % 66.7 % 66.7 % 66.6 % 66.5 % 66.4 % General & Administrative 24.4 24.4 28.3 28.3 30.0 31.9 33.9 36.0 38.2 6.2 % % of Revenue 8.1 % 7.7 % 8.1 % 7.6 % 7.4 % 7.1 % 6.5 % 6.1 % 5.8 % (Inc) / Loss on Equity Investments (2.4) (2.3) (1.4) (1.6) (2.0) (3.6) (4.8) (6.4) (8.1)

Minority Interest 27.9 28.0 30.0 32.1 36.1 40.4 47.6 55.2 62.0

EBITDA-MI $ 50.3 $ 52.5 $ 58.3 $ 64.6 $ 70.6 $ 80.7 $ 98.4 $114.8 $129.4 17.3 %

% Margin 16.7 % 16.5 % 16.8 % 17.3 % 17.5 % 18.0 % 18.8 % 19.3 % 19.6 % Depreciation & Amortization 13.4 14.3 16.7 17.6 19.6 21.6 25.0 28.3 31.2

EBIT-MI $ 36.9 $ 38.2 $ 41.5 $ 47.0 $ 50.9 $ 59.1 $ 73.4 $ 86.5 $ 98.2 18.8 % % Margin 12.2 % 12.0 % 11.9 % 12.6 % 12.6 % 13.2 % 14.0 % 14.5 % 14.9 % Interest Expense/(Income), Net 7.1 7.3 8.6 8.5 8.9 8.0 8.3 8.4 6.4

Pre-Tax Income $ 29.8 $ 31.0 $ 32.9 $ 38.5 $ 42.0 $ 51.0 $ 65.1 $ 78.2 $ 91.8 22.8 % Income Tax Expense (11.5) (11.9) (12.8) (15.0) (16.4) (19.9) (25.4) (30.5) (35.8)

Net Income $ 18.3 $ 19.0 $ 20.0 $ 23.5 $ 25.6 $ 31.1 $ 39.7 $ 47.7 $ 56.0 22.8 %

% Margin 6.1 % 6.0 % 5.8 % 6.3 % 6.3 % 7.0 % 7.6 % 8.0 % 8.5 %

(1) Growth Case includes the exit of remaining physician practice management contracts at the end of 2008E and contractual buy-up activity in 2010E and 2011E. (2) Represents 2007E Budget as Adjusted.

CONFIDENTIAL 16

Project Saturn

Saturn Business Development Case Comparison

Saturn Historical Business Development Actual 2003 A 2004 A 2005 A 2006A

Beginning Facilities 34 44 54 59 Plus: Acquisitions 5 6 6 3 Plus: De Novos 5 3 1 1 Plus: Management Contracts 1 1 — - Less: Divestitures/Closures (1) — (2) (4) Ending Facilities 44 54 59 59 Bighorn Investment ($M) $45.6 $69.3 $50.4 $46.6

Saturn Base Case Business Development Budget As Projected Adjusted 2007E 2008 E 2009 E 2010 E 2011E 2012E

Beginning Facilities 59 69 69 69 69 69 Plus: Named Developments 4 — — — — - Plus: Acquisitions 3 — — — — - Plus: De Novos 7 — — — — - Less: Divestitures/Closings (4) — — — — - Ending Facilities 69 69 69 69 69 69 CapEx (inc. Buy-ups) ($M) ($ 56.4 ) $0.0 $0.0 ($ 42.7 ) ($ 6.9 ) $0.0

Saturn Growth Case Business Development Budget As Projected Adjusted 2007E 2008 E 2009 E 2010 E 2011 E 2012E

Beginning Facilities 59 69 76 83 90 97 Plus: Named Developments 4 — — — — - Plus: Acquisitions 3 3 3 3 3 3 Plus: De Novos 7 4 4 4 4 4 Less: Divestitures/Closings (4) — — — — - Ending Facilities 69 76 83 90 97 104 CapEx (inc. Buy-ups) ($M) ($ 56.4 ) ($ 31.4 ) ($ 31.4 ) ($ 78.7 ) ($ 42.9 ) ($ 36.0 )

Project Saturn

Summary of Saturn Management Model Cases

Management Model Key Income Statement Items by Case ($ in millions)

Budget as Adjusted            Pro Forma            Projected Fiscal Years Ending December 31, CAGR 2007E 2007E 2008E 2009 E 2010 E 2011 E 2012E ‘07E ⁽¹⁾-’12E

Revenue $347.7 $372.7 $391.2 $408.1 $449.5 $483.0 $507.1 7.8 % % Growth 15.3 % 5.0 % 4.3 % 10.1 % 7.5 % 5.0 % Operating Expenses and G&A $260.7 $277.7 $290.3 $303.0 $332.5 $356.1 $373.9 7.5 % % of Revenue 75.0 % 74.5 % 74.2 % 74.2 % 74.0 % 73.7 % 73.7 % EBITDA-MI $ $58.3 $64.6 $67.6 $70.4 78.7 $ 85.1 $ 89.1 8.9 % % Margin 16.8 % 17.3 % 17.3 % 17.2 % 17.5 % 17.6 % 17.6 % EPS $ $0.91 $1.06 $1.11 $1.23 1.43 $ 1.58 $ 1.72 13.7 % % Growth 7.5 % 4.5 % 10.5 % 16.4 % 10.9 % 8.6 % Revenue $347.7 $372.7 $404.1 $447.9 $524.7 $595.5 $659.0 13.6 % % Growth 15.3 % 7.2 % 8.4 % 10.8 % 17.1 % 13.5 % 10.7 % Operating Expenses and G&A $260.7 $277.7 $299.6 $330.5 $383.5 $431.8 $475.7 12.8 % % of Revenue 75.0 % 74.5 % 74.1 % 73.8 % 73.1 % 72.5 % 72.2 % EBITDA-MI $ $58.3 $64.6 $70.6 $80.7 98.4 $114.8 $129.4 17.3 % % of Revenue 16.8 % 17.3 % 17.5 % 18.0 % 18.8 % 19.3 % 19.6 % EPS $ $0.91 $1.06 $1.14 $1.37 1.73 $ 2.05 $ 2.38 21.4 % % Growth 7.5 % 7.7 % 20.1 % 26.1 % 18.6 % 16.1 %

Source: Saturn Management.

(1) Represents 2007E Budget as Adjusted.

CONFIDENTIAL 18

Project Saturn

Review of Saturn Wall Street Research Projections

Selected Wall Street Research Estimates ($in millions, except per share data)

Selected Wall Street Research            Management Model⁽¹⁾

Deutsche            Jefferies & Merrill            Stifel Bank Base Credit Suisse Company Lynch Nicolaus Piper Jaffray RBC Capital            Growth 02/22/07 02/22/07 02/22/07 02/23/07 02/23/07 02/26/07 03/15/07 Average            Case            Case Revenue: 2007 E $329.2 $350.4 $337.5 $335.1 $333.8 $334.3 $335.4 $336.5 $347.7 $347.7

2008 E 351.7 406.6 361.8 372.9 365.5 373.8 373.5 372.3 391.2 404.1

2009 E            NA 460.0 NA 396.7 NA            NA            NA 428.4 408.1 447.9

Operating Expenses & G&A ⁽²⁾

2007 E $245.0 $263.7 $251.2 $252.3 $251.5 $252.1 $252.0 $252.5 $260.7 $260.7

2008 E 257.2 302.6 268.1 281.1 275.1 281.4 280.0 277.9 290.3 299.6

2009 E            NA 338.4 NA 296.4 NA            NA            NA 317.4 303.0 330.5

EBITDA-MI

2007E $ $ $ $ $57.2 $58.6 56.2 $57.0 56.0 $56.6 56.6 $56.9 58.3 $ 58.3

2008 E 64.3 71.2 61.8 62.8 61.8 63.7 64.1 64.2 67.6 70.6

2009 E            NA 83.4 NA 69.4 NA            NA            NA 76.4 70.4 80.7

EPS

2007E $ $ $ $ $0.93 $0.92 0.92 $0.93 0.93 $0.95 0.95 $0.93 0.91 $ 0.91

2008 E 1.07 1.13 1.04 1.05 1.07 1.12 1.09 1.08 1.11 1.14

2009 E            NA 1.34 NA 1.17 NA            NA            NA 1.26 1.23 1.37

(1 ) Management Model for 2007E represents 2007E Budget as Adjusted. (2 ) Includes operating expenses, corporate general and administrative expense and stock based compensation expense. C            ONFIDENTIAL 19

Project Saturn

Management Model Comparison to October Model

Management Model vs. October Model ($ in millions)

Current Model            October Model Base            Growth            Base            Moderate            Growth Case            Case            Case            Case            Case Standalone Revenue⁽¹⁾ Standalone Revenue⁽¹⁾ 2007E Budget as Adjusted $347.7 $347.7 2007 E $356.5 $356.5 $356.5

2011 E 483.0 483.0 2011 E 483.4 483.4 483.4

CAGR 8.6 % 8.6 % CAGR 7.9 % 7.9 % 7.9 % Generic De Novos/Acquisitions            Generic De Novos/Acquisitions

2007E Budget as Adjusted $0.0 $0.0 2007 E $0.0 $0.0 $21.4

2011 E — 112.5 2011 E — 105.7 184.2

Total Revenue            Total Revenue

2007E Budget as Adjusted $347.7 $347.7 2007 E $356.5 $356.5 $378.0

2011 E 483.0 595.5 2011 E 483.4 589.1 667.6

CAGR 8.6 % 14.4 % CAGR 7.9 % 13.4 % 15.3 % EBITDA-MI ⁽²⁾ EBITDA-MI ⁽²⁾

2007E Budget as Adjusted $58.3 $58.3 2007 E $59.9 $59.9 $64.6

2011 E 85.1 114.8 2011 E 84.1 108.4 123.6

CAGR 9.9 % 18.5 % CAGR 8.8 % 16.0 % 17.6 % EPS ⁽²⁾ EPS ⁽²⁾

2007E Budget as Adjusted $0.91 $0.91 2007 E $1.03 $1.03 $1.12

2011 E 1.58 2.05 2011 E 1.70 2.11 2.37

CAGR 15.8 % 22.7 % CAGR 13.3 % 19.7 % 20.9 %

(1) Includes Greenville, Durango, in progress new developments, and contractual buy-ups.

(2) After stock-based compensation. October Model assumes $4.5 million of annual stock based compensation taxed at marginal rate of ~36%.

CONFIDENTIAL 20

Section 3

Valuation Analysis

Project Saturn

Summary Implied Saturn Valuation

Equity Value Per Share

(1) As of the market close on April 17, 2007.

CONFIDENTIAL 21

Section 3-A

Discounted Cash Flow Analysis

Project Saturn

Saturn Discounted Cash Flow Analysis

Management Model Base Case ⁽¹⁾ Equity Value Per Share ⁽³⁾ Discount            Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5 x 9.5 x 10.5 x 11.0 % $18.06 $20.17 $22.23 12.0 17.00 19.03 21.00 13.0 16.00 17.94 19.84 Implied Perpetual Growth in Free Cash Flow Discount            Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5 x 9.5 x 10.5 x 11.0 % 4.6 % 5.2 % 5.7 % 12.0 5.5 6.1 6.7 13.0 6.4 7.1 7.6

Management Model Growth Case ⁽²⁾ Equity Value Per Share ⁽³⁾ Discount            Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5 x 9.5 x 10.5 x 11.0 % $22.17 $25.14 $28.08 12.0 20.85 23.69 26.48 13.0 19.60 22.30 24.98 Implied Perpetual Growth in Free Cash Flow Discount            Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5 x 9.5 x 10.5 x 11.0 % 4.9 % 5.5 % 6.0 % 12.0 5.8 6.4 6.9 13.0 6.7 7.4 7.9

n In the Discounted Cash Flow Analysis, future free cash flows and the terminal value are discounted back to present value at March 31, 2007

n For a detailed review of assumptions underlying Discounted Cash Flow analysis, please see Appendix A

(1) Represents Management Model Base Case, which assumes no new development activity in 2008E-2012E and as described and shown on pages 14 and 15. (2) Represents Management Model Growth Case, which assumes new development activity in 2008E-2012E and as described and shown on pages 14 and 16.

(3) Equity value per share is calculated by taking the enterprise value implied by the discounted cash flow analysis, subtracting estimated debt at March 31, 2007 of $133.3 million, adding estimated cash at March 31, 2007 of $26.9 million and dividing by diluted shares utilizing the treasury stock method.

CONFIDENTIAL 22

Project Saturn

Saturn WACC Calculation: Beta Analysis

n We have reviewed the historical Bloomberg betas as well as the predicted Barra betas for each of Saturn and its comparables and have noted wide variations, in particular between the historical Bloomberg beta for Saturn and the other measures

· Saturn historical Bloomberg beta of 1.220 (2 yr weekly) compares to Saturn predicted Barra beta of 0.664 · For comparables, historical Bloomberg betas range from 0.540 to 0.720 (2 yr weekly) and predicted Barra betas range from 0.408 to 0.775

n We have also analyzed, as shown in the graphs on the following page, the changes over time in historical Bloomberg betas and predicted Barra betas for Saturn and USPI, which we believe to be the closest comparable

· Historical Bloomberg betas have ranged from ~1.2 to ~1.5 for Saturn and from ~0.6 to ~1.2 for USPI since the end of 2004 (2 yr weekly)

· While predicted Barra betas have generally been lower than the historical measures for both companies, we note that the predicted betas for both companies increased significantly in the second half of 2006 (~0.85 to 1.00)

n The increase in predicted betas in 2H:06 could be attributable to the increasing business and regulatory pressures confronting the ASC industry sector including concerns over “out-of-network” payment arrangements, margin pressures from increasing cost of supplies and evolving legislative/regulatory issues

· While the predicted Barra betas for Saturn and USPI have declined since 4Q06, we believe the business and industry uncertainties are ongoing

· We also note that the financial advisor to the Special Committee of USPI utilized a levered beta range of 1.40 to 1.70 in analyzing the WACC for USPI in its presentation to the Board of Directors dated January 7, 2007 as filed with the SEC

n Based on the aforementioned factors and considerations, we believe a range of unlevered betas from 0.65 to 1.00 is reasonable

CONFIDENTIAL 23

Project Saturn

Historical & Predicted Beta Trends: Saturn and USPI

CONFIDENTIAL 24

Project Saturn

Saturn Weighted Average Cost of Capital Calculations

Illustrative WACC Calculation            Beta Determination ($ in millions) Equity Risk Premium            Total

Low            High            Historical            Predicted            Market            Debt             Unlevered Beta⁽¹⁾

^{Equity Risk Premium (R}m ^{- R}f⁾ 5.00 % 7.13 % Adjusted Beta⁽²⁾ Levered            Value of & Pref  & nbsp;         Leverage Ratios            Historical Adj Beta Multiply by: Saturn Levered Beta 1.014 1.014 Company 2 Years 5 Years            Beta⁽³⁾ Equity⁽⁴⁾ Stock            D/E            D/(D+E) 2 Years 5 Years    &n bsp;       Barra

Adjusted Equity Risk Premium 5.07 % 7.23 % Add: Risk ^{-Free Rate of Return (R}f⁾ 4.85 4.85 Saturn 1.220 1.180 0.664 $ 437 $133 30.5 % 23.4 % 1.029 0.995 0.560 Potential Size Premium 3.88 3.88

Tier 1 Comps Cost of Equity—Saturn 13.79 % 15.95 %

AmSurg 0.720 0.610 0.408 $ 775 $169 21.8 % 17.9 % 0.637 0.539 0.361

Multiply by: Saturn E/(D+E) 77.5 77.5

Cost of Equity Portion 10.7 % 12.4 % United Surgical 0.650 1.180 0.651 1,310 347 26.5 21.0 0.557 1.011 0.558

Tier 1 Mean 0.685 0.895 0.530 $1,043 $258 24.2 % 19.4 % 0.597 0.775 0.459

^{Cost of Debt (K} d^)—Saturn 6.60 % 6.60 % Tear 1 Median 0.685 0.895 0.530 $1,043 $258 24.2 % 19.4 % 0.597 0.775 0.459

Assumed Tax Rate 39.0 39.0

After- Tax Cost of Debt 4.42 % 4.42 % Tier 2 Comps Multiply by: Saturn D/(D+E) 22.5 22.5

Medcath 0.540 0.830 0.775 $ 616 $265 43.0 % 30.1 % 0.429 0.660 0.616

Cost of Debt Portion 0.91 % 0.91 % Novamed 0.680 0.580 0.528 170 71 41.6 29.4 0.544 0.464 0.423

WACC—Saturn 11.5 % 13.2 % Tier 2 Mean 0.610 0.705 0.652 $ 393 $168 42.3 % 29.7 % 0.487 0.562 0.519 Tier 2 Median 0.610 0.705 0.652 $ 393 $168 42.3 % 29.7 % 0.487 0.562 0.519 Key Assumptions Overall Mean 0.762 0.876 0.605 $ 662 $197 32.7 % 24.3 % 0.639 0.734 0.503

Overall Median 0.680 0.830 0.651 616 169 30.5 23.4 0.557 0.660 0.558

^{Equity Risk Premium (R} m ^{- R}f⁾ 5.00-7.13% ⁽⁵⁾⁽⁶⁾ Saturn Unlevered Beta (Average of Historical and Predicted) 0.861

^{Risk-Free Rate of Return (R}f⁾⁽⁷⁾ 4.85

Target Debt/Equity Ratio (Translates to Debt/Total Capital ratio of 22.5%) 29.0 % ^{Assumed Cost of Debt (K}d⁾ 6.60

Assumed Tax Rate 39.0 Saturn Levered Beta ⁽⁸⁾ 1.014

(1) Unlevered Beta = Levered Beta/[ 1 + ((D/E) * (1-T))].

(2) Source: Based on Bloomberg adjusted beta for the past two and five years on a weekly basis. (3) Source: Barra beta as of March 30, 2007. (4) Equity values based on closing prices as of April 17, 2007.

(5) Reflects Bear Stearns’ judgmental synthesis of various academic views and financial and market perspectives, including (a) the current supply-side model expected equity risk premium (i.e., 6.35%) and the current long-term historical geometric average equity risk premium (i.e., 5.12%) per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook, (b) the recommended prospective long-term arithmetic average equity risk premium (i.e., 4.50-5.00%) per Dimson, Marsh and Staunton’s “The Worldwide Equity Premium: A Smaller Puzzle” and Triumph of the Optimists, (c) the recommended expected arithmetic equity risk premium (i.e., 3.50%-7.00%, as adjusted) per Brealey, Myers and Allen’s Principles of Corporate Finance (Eighth Edition), (d) the recommended expected arithmetic equity risk premium (i.e., 5.00%, with a range of 3.50%-6.00%) per Brigham and Ehrhardt’s Financial Management: Theory and Practice (Eleventh Edition) and (e) a survey of the current practices of our competitors as well as other academic and practitioner points of view. (6) Represents current long-term historical arithmetic average equity risk premium per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook. (7) Source: Bloomberg. Equal to the interpolated yield on the 20-year US Treasury bond as of April 14, 2007.

(8) Levered Beta = Unlevered Beta * [ 1 + ((D/E) * (1-T))].

CONFIDENTIAL 25

Project Saturn

Saturn WACC Sensitivity Analysis

WACC Sensitivity Analysis—5.00% Equity Risk Premium⁽¹⁾

Assumed            Unlevered Beta Debt/Cap 0.650 0.700 0.750 0.800 0.850 0.900 0.950 1.000

15.0 % 11.3 % 11.5 % 11.8 % 12.0 % 12.3 % 12.5 % 12.8 % 13.0 % 20.0 10.8 11.1 11.3 11.6 11.8 12.0 12.3 12.5

22.5 10.6 10.9 11.1 11.3 11.5 11.8 12.0 12.2

25.0 10.4 10.6 10.9 11.1 11.3 11.5 11.7 12.0

30.0 10.0 10.2 10.4 10.6 10.8 11.0 11.2 11.4

WACC Sensitivity Analysis—7.13% Equity Risk Premium⁽²⁾ Assumed            Unlevered Beta Debt/Cap 0.650 0.700 0.750 0.800 0.850 0.900 0.950 1.000

15.0 % 12.4 % 12.7 % 13.1 % 13.4 % 13.7 % 14.1 % 14.4 % 14.7 % 20.0 12.1 12.4 12.7 13.0 13.4 13.7 14.0 14.4

22.5 11.9 12.2 12.5 12.9 13.2 13.5 13.8 14.2

25.0 11.7 12.1 12.4 12.7 13.0 13.3 13.7 14.0

30.0 11.4 11.7 12.0 12.4 12.7 13.0 13.3 13.6

(1) Reflects Bear Stearns’ judgmental synthesis of various academic views and financial and market perspectives, including (a) the current supply-side model expected equity risk premium (i.e., 6.35%) and the current long-term historical geometric average equity risk premium (i.e., 5.12%) per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook, (b) the recommended prospective long-term arithmetic average equity risk premium (i.e., 4.50-5.00%) per Dimson, Marsh and Staunton’s “The Worldwide Equity Premium: A Smaller Puzzle” and Triumph of the Optimists, (c) the recommended expected arithmetic equity risk premium (i.e., 3.50%-7.00%, as adjusted) per Brealey, Myers and Allen’s Principles of Corporate Finance (Eighth Edition), (d) the recommended expected arithmetic equity risk premium (i.e., 5.00%, with a range of 3.50%-6.00%) per Brigham and Ehrhardt’s Financial Management: Theory and Practice (Eleventh Edition) and (e) a survey of the current practices of our competitors as well as other academic and practitioner points of view. (2) Represents current long-term historical arithmetic average equity risk premium per Ibbotson Associates’ Stock, Bonds, Bills and Inflatio n, Valuation Edition 2007 Yearbook.

CONFIDENTIAL 26

Section 3-B

Comparable Company Analysis

Project Saturn

Ambulatory Surgery Center Market Landscape

The US ambulatory surgery center market is characterized by multi-specialty centers, predominantly owned and operated by private independents.

Specialty Focus            ASC Fragmented Ownership

Key Players Overview            Key Players Proportion

Company            ASCs

AmSurg ⁽¹⁾ 163

HealthSouth 144

United Surgical Partners, Intl.⁽²⁾ 135

HCA, Inc. 107

Saturn 59

NovaMed 37

Total Key Players 645

Source: Selected industry research reports and company filings.

(1) Pro Forma for majority interest acquired in 7 surgery centers in January 2007.

(2) Pro Forma for interest acquired in 3 facilities in St. Louis and opening 3 facilities in California in February 2007.

CONFIDENTIAL 27

Project Saturn

Comparable Company Universe Selection

Potential Saturn Business Comparables

US Short-Stay Facilities⁽¹⁾ Specialties            Payor Mix Surgical (% 2006 Top Case (% 2006 Primary

Company            ASCs            Hospitals            States            Mix) Gov’t) Business            Comments

163 — 32 GI (75%) 35 % ASCs            Less intensive procedures require lower capital investment in facility and lead to AmSurg Ophthalmic (18%) higher margins (lower variable costs)

High proportion of older patients; susceptible to government payor 144 3 35 Multi (NA) 22 % Ambulat ory            Large network of ASCs; result of several acquisitions in late 1990s Surgery & Represents ~25% of total revenues HealthSouth

Rehabilitative On March 26, 2007, HealthSouth’s surgery centers were acquired by Texas HC Services Pacific Group 135 10 26 Multi 28 % ASCs 78 of 135 US based short -stay facilities are jointly-owned with major not-for- - -Ortho (21%) profit healthcare systems United Surgical

-Pain Mgmt (18%) JVs provide benefit with branding, physician recruitmentand payor Partners, Intl.

-GI (17%) arrangements On January 8, 2007, USPI was acquired by Welsh Carson

107 — 20 Multi (NA) NA            Acute Care >$24 billion in total revenue; primary focus is general, acute hospitals and Hospitals            psychiatric hospitals (182 facilities worldwide) HCA, Inc. On July 24, 2006, HCA was acquired by a consortium of sponsors including Bain and KKR

37 — 18 Ophthalmic (71%) 38 % ASCs            Focus has been on single specialty — primarily cataract surgery Expanding specialties via ASC acquisitions and physician recruitment Novamed

10 of 37 facilities offer non-ophthalmic procedures High proportion of older patients; susceptible to government payor — 11 8 Cardiac Surgery 49 % Surgical            Single-specialty cardiac surgical hospitals licensed for overnight stays MedCath (100%) Hospitals            Larger facility investment, longer development time

Moratorium on physician ownership lifted has reduced overhang 59 4 ASCs 23 Multi 19 ASCs            Focused on broad number of high margin specialties and reliable payors - with -GI (25%) particularly low reliance on government Saturn

hospital -Ortho (17%) Holds majority stakes in ~75% of owned facilities licenses -Pain Mgmt (16%) Strategic partnerships with 8 regional healt hcare systems

Source: Company filings and selected Wall Street research.

(1) Short -stay facilities are defined as ambulatory surgery centers and surgical hospitals. An ambulatory surgery center is licensed to perform certain outpatient procedures, while a surgical hospital is licensed and equipped to accommodate procedures that require an overnight stay.

CONFIDENTIAL 28

Project Saturn

Selected Comparable Companies

Upon consideration of operational and business mix factors that may impact valuation, we refined our universe of potential Saturn comparable companies.

Excluded Companies

Company Rationale

n Focus on acute care hospital space HealthSouth n Recently determined that ASC business is non-core and divested it to Texas Pacific Group n Focus on acute care hospital space HCA, Inc. n Given relative size and contribution, HCA’s ASC business is not a meaningful contributor or factor in HCA’s valuation story n Recently taken private by a consortium of financial sponsors including Bain and KKR Selected Comparable Companies Company            Primary            Secondary            Rationale n Multi-specialty pure play in short stay facility space (operates mainly ASCs, but also operates several surgical hospitals) n Most similar to Saturn in terms of case mix and payor mix United Surgical ü · Top specialties in terms of case mix for both USPI and Saturn include: orthopedic, pain management and GI Partners, Intl. · Lower exposure to government payors n Diversified mix of business results in less susceptibility to sweeping changes in reimbursement rates and/or payor behavior with respect to certain procedures n Valuation based on stock price one day prior to being acquired by Welsh Carson on January 8, 2007 n From a life cycle perspective, AmSurg is a maturing, established player in the space, albeit, primarily single- AmSurg ü specialty focused n Historically, pursued a single-specialty strategy, but recently began an effort to expand its specialty offerings Novamed ü through acquisition and physician recruitment n Smaller player that is earlier on the growth curve with high growth ambitions n Smaller player, single specialty cardiac surgical hospital operator MedCath ü n Surgical hospital focus is yielding higher growth opportunities given the recent expiration of the moratorium on physician ownership

CONFIDENTIAL 29

Project Saturn

Equity Comparable Company Benchmarking

Enterprise Value/2006A EBITDA

Source: Selected Wall Street research and Company filings.

(1) We note that United Surgical Partners valuation is based on the closing stock price on January 5, 2007, the latest unaffected price prior to Welsh Carson’s acquisition on January 8, 2007. (2) Saturn enterprise value at market based on April 17, 2007 closing price of $19.71. (3) Represents Budget as Adjusted.

CONFIDENTIAL 30

Project Saturn

Equity Comparable Company Benchmarking (cont.)

Price/2007E Earnings Per Share

Price/2007E Earnings Per Share/Growth

Source: Selected Wall Street research and Company filings. (1) Represents Budget as Adjusted.

(2) We note that United Surgical Partners valuation is based on the closing stock price on January 5, 2007, the latest unaffected price prior to Welsh Carson’s acquisition on January 8, 2007. (3) Saturn enterprise value at market based on April 17, 2007 closing price of $19.71.

CONFIDENTIAL 31

Project Saturn

Comparable Company Analysis

Summary Valuation Metrics ($ in millions, except per share data)

Stock            Enterprise Value/ Enterprise Value/ Price 52-Week            Equity            Enterprise            Revenue            EBITDA-MI            P/E            P/E/G Company 4/17/07 High            Value            Value            CY06A            CY07E            CY08E            CY06A             CY07E            CY08E            CY07E            CY08E 2007E Primary:

United Surgical Partners⁽¹⁾ $27.39 69.8 % $1,310 $1,626 2.96 x 2.73 x 2.57 x 11.5 x 10.1 x 9.2 x 21.7 x 18.9 x 1.24 x AmSurg 25.09 93.3 775 924 2.10 1.86 1.69 10.6 9.4 8.6 17.8 17.2 1.19

Secondary:

MedCath Corp. $28.46 87.3 % $616 $707 1.01 x 0.96 x 0.79 x 9.1 x 7.3 x 6.1 x 27.4 x 19.2 x 1.37 x Novamed 6.48 75.3 170 238 2.32 1.82 1.50 15.9 10.7 8.5 21.6 17.1 0.86

Harmonic Mean 1.79 x 1.60 x 1.37 x 11.3 x 9.2 x 7.9 x 21.6 x 18.0 x 1.13 x High 2.96 2.73 2.57 15.9 10.7 9.2 27.4 19.2 1.37 Low 1.01 0.96 0.79 9.1 7.3 6.1 17.8 17.1 0.86 Saturn @ Market Wall Street $19.71 82.4 % $437 $543 1.91 x 1.70 x 1.54 x 10.8 x 9.5 x 8.4 x 21.2 x 18.4 x 1.30 x Base Case 1.90 1.64 1.46 10.8 9.3 8.0 21.8 17.8 1.72 Growth Case 1.90 1.64 1.42 10.8 9.3 7.6 21.8 17.2 1.72 Saturn @ $ 21.50 Wall Street $21.50 89.8 % $475 $581 2.04 x 1.82 x 1.65 x 11.6 x 10.3 x 9.1 x 23.1 x 20.1 x 1.42 x Base Case⁽²⁾ 2.04 1.77 1.57 11.6 10.1 9.5 23.8 19.4 1.87 Growth 2.04 1.77 1.52 11.6 10.1 9.5 23.8 18.8 1.87

Source: Comparable company information based on latest available public filings and selected Wall Street equity research. Note: Based on closing stock prices as of April 17, 2007. (1) Based on closing stock price on January 5, 2007, prior to deal announcement. (2) Base and Growth Case enterprise value in 2008E includes acquisition spend of $56.4 million and $87.8 million, respectively.

CONFIDENTIAL 32

Project Saturn

Comparable Company Analysis (cont.)

Summary Operating Data and Statistics ($ in millions) Revenue            EBITDA-MI            Revenue Growth            EBITDA-MI Margin            CAGR 2006-2008 Company CY07E CY06A            CY08E            CY06A            CY07E            CY08E            CY07E            CY08E     & nbsp;      CY06A            CY07E            CY08E            Revenue            EBITDA-MI Primary:

United Surgical $573.0 $622.0 $662.0 $141.9 $161.5 $177.0 8.6 % 6.4 % 24.8 % 26.0 % 26.7 % 7.5 % 11.7 % Amsurg Corp. 464.6 524.4 579.4 87.4 98.7 106.9 12.9 10.5 18.8 18.8 18.4 11.7 10.6

Secondary:

Medcath Corp. 718.3 760.3 918.8 77.6 96.4 116.0 5.8 % 20.9 % 10.8 % 12.7 % 12.6 % 13.1 % 22.3 % Novamed, Inc. 108.4 138.9 168.0 15.0 22.2 28.0 28.1 21.0 13.8 16.0 16.7 24.5 36.6

Mean 15.0 % 15.4 % 16.1 % 17.5 % 17.8 % 15.3 % 22.2 % High 28.1 21.4 24.8 26.0 26.7 24.5 36.6 Low 5.8 6.4 10.8 12.7 12.6 7.5 9.7 Saturn: Wall Street $ $301.5 $336.5 $372.3 $50.3 $56.9 64.2 11.6 % 10.6 % 16.7 % 16.9 % 17.3 % 11.1 % 13.0 % Base Case 301.5 347.7 391.2 50.3 58.3 67.6 15.3 12.5 16.7 16.8 17.3 13.9 15.9 Growth Case 301.5 347.7 404.1 50.3 58.3 70.6 15.3 16.2 16.7 16.8 17.5 15.8 18.4

Source: Comparable company information based on latest available public filings and selected Wall Street equity research.

CONFIDENTIAL 33

Project Saturn

Analysis of Forward P/E Multiples and Projected Growth Rates

NTM P/E Multiples Since Saturn IPO

Last Two Years Consensus Long-Term Mean EPS Growth Over Past Two Years⁽¹⁾

Section 3-C

Precedent M&A Transactions Analysis

Project Saturn

Precedent Transactions: Short-Stay Surgical Facilities

($ in millions) Date            Equity            Enterprise            Enterprise Value/EBITDA            P/E Announced Target/Acquiror            Value            Value            LTM            CY            CY+1 LTM            CY    & nbsp;       CY+1

03/26/07 Healthsouth Surgery Division/Texas Pacific $928 $945 10.1 x 9.1 x 8.5 x            NA            NA            NA 01/07/07 USPI/Welsh Carson 1,492 1,807 12.7 11.1 10.2 28.6 x 24.7 x 21.4 x 01/30/06 Surgis, Inc./USPI 157 196 13.9 10.3 NA 44.5 NA            NA 01/30.06 Surgis, Inc./USPI (Adjusted) ⁽¹⁾ 157 196 10.2 8.2 NA 23.3 NA            NA 07/29/04 USPI—Spanish Subsidiary/Mercapital 192 253 11.4 9.0 NA 31.4 NA            NA Harmonic Mean 11.9 x 9.8 x 9.3 x 33.6 x 24.7 x 21.4 x High 13.9 11.1 10.2 44.5 24.7 21.4 Low 10.1 9.0 8.5 28.6 24.7 21.4

Note: Forward multiples based on selected Wall Street research.

(1) Represents synergized multiples which include $5.0 million of cost savings. Excluded from harmonic mean.

CONFIDENTIAL 35

Project Saturn

Saturn Implied Valuation

Based on Premium Paid and Multiple Implied in USPI and HS Transaction ($ and shares in millions)

SATURN            USPI            HLS Offer at Proposed            Purchase            Purchase Transaction            Implied Valuation @ Price            Price Price Per Share $21.50 $22.00 $23.00 $31.05 NA

Premium to Current 9.1 % 11.6 % 16.7 % 13.4 % NA Net Equity Value $479.4 $491.3 $515.0 $1,491.5 NA

Add: Long Term Debt⁽¹⁾ 133.3 133.3 133.3 347.3 NA Less: Cash & Cash Equivalents⁽¹⁾ (26.9) (26.9) (26.9) (31.7) NA Enterprise Value $585.8 $597.7 $621.4 $1,807.1 $945.0 2007 Acquisition Spend $56.4 $56.4 $ 56.4 $ 60.0 $ 0.0 EBITDA-MI Multiples

2006 A 11.6 x 11.9 x 12.3 x 12.7 x 10.1 x 2006PF— Full Year Acquisitions 11.1 11.4 11.8 12.0 10.1

2007 E 10.1 10.3 10.7 11.1 9.1

2007PF— Full Year Acquisitions 9.9 10.1 10.5 11.0 9.1

EBITDA-MI/Multiple to Growth Rate ⁽²⁾

2006 E 1.21 x 1.23 x 1.28 x 1.09 x 1.13 x 2007 E 1.09 1.11 1.16 1.00 1.02

P/E Multiples

2006 A 25.5 x 26.1 x 27.3 x 28.8 x            NA 2007 E 23.8 24.3 25.4 24.4 NA P/E/Multiple to Growth Rate ⁽²⁾

2006 A 2.01 x 2.06 x 2.15 x 1.87 x            NA 2007 E 1.87 1.92 2.00 1.59 NA

Source: Saturn estimates per Saturn Management Projections. HealthSouth estimates per 10K and selected Wall Street research. USPI EBITDA-MI estimates based on selected Wall Street research. (1) Debt and Cash as of December 31, 2006 for United Surgical and as of March 31, 2007 for Saturn. (2) Multip le to Growth rate for Saturn based on growth rate from 2006 to 2012 and 2006 to 2011 for USPI.

CONFIDENTIAL 36

Project Saturn

Recent ASC Precedent Transactions Healthsouth ($ in millions) USPI ($ in millions) Acquiror: Texas Pacific Group Equity Value: $928 Acquiror: Welsh Carson Equity Value: $1,492 Target: Healthsouth Surgery Division Enterprise Value: 945 Target: United Surgical Partners Enterprise Value: 1,807 Announced: 03/26/07 Announced: 01/07/07 n Acquired at 10.1x last twelve months EBITDA-MI of $93.3 n Acquired at 12.7x last twelve months actual EBITDA-MI of $ 141.9 million Initially expected to fetch between $900-$1,100million,however,deal            million announced at lower end of the range n Represents second time Welsh Carson has privately owned USPI United Surgical Partners 2006A n Corporate G&A of approximately 3% of revenue 2007E Healthsouth 2006 A 2007 E EBITDA-MI $141.9 $162.9

EBITDA-MI (Pre G&A) $115.4 $ 125.9 EV/EBITDA 12.7 x 11.1 x Corporate G&A⁽¹⁾ 22.1 22.6

EBITDA-MI (Post G&A) $93.3 $ 103.3

EV/EBITDA 10.1 x 9.1 x

Source: Company filings and selected Wall Street equity research.

CONFIDENTIAL 37

Project Saturn

Recent ASC Precedent Transactions (cont.) Surgis, Inc. ($ in millions) USPI-Spanish Subsidiary ($ in millions)

Acquiror: United Surgical Partners Equity Value: $156.6 Acquiror: Mercapital Equity Value: $191.5

Target: Surgis, Inc. Enterprise Value: 200.0 Target: USPI—Spanish Subsidiary Enterprise Value: 260.0

Announced: 01/30/06 Adjusted EV: 195.8 Announced: 07/29/04 Adjusted EV: 253.0

n Acquired at 13.9x last twelve months EBITDA-MI of $14.1 million n Acquired at 11.4x last twelve months EBITDA-MI of $22.3 million n Corporate G&A of $10 million of which USPI expected to realize 50% in n Key player in emerging healthcare privatization shift in Spain; entity

synergies served 17% of the Spanish population n Synergized purchase multiple of 10.2x LTM EBITDA-MI, assuming $5.0

million of pre-tax synergies n Growth in Spain’s private healthcare industry been driven in large part by an increase in the number of employers offering private insurance as a Surgis, Inc. LTM Actual            LTM Adjusted benefit to their employees

EBITDA-MI (Before G&A) $24.1 $24.1

n High growth market opportunity

Corporate G&A 10.1 5.0

EBITDA-MI (After G&A) $14.1 $19.1

2005 Corporate G&A % of EBITDA-MI Before G&A Revenue and Revenue Growth

Source: Company filings and selected Wall Street equity research.

CONFIDENTIAL 38

Project Saturn

Other Precedent Transactions: AcuteCare Hospitals

Multi-Facility Healthcare Services Companies ($ in millions) Date            Equity            Enterprise            Enterprise Value/EBITDA            P/E            Price/Earnings/Growth            Target Announced            Target/Acquiror            Value            Value            LTM            CY            CY+1 LTM    &nbs p;       CY            CY+1 LTM            CY            CY+1 EPS LTG

03/19/07 Triad, Inc./Community Health $ 4,952 $6,449 9.8 x 8.6 x 7.6 x 24.2 x 21.2 x 18.5 x 2.69 x 2.35 x 2.05 x 9.0 % 07/24/06 HCA/Bain Capital, KKR and Merrill Lynch 21,170 32,098 8.1 7.8 7.7 19.7 17.7 16.5 2.90 2.60 2.43 6.8

05/05/04 IASIS Healthcare Corp/Texas Pacific Group 738 1,302 8.1 7.3 NA 25.2 16.0 NA            NA            NA            NA            NA 10/19/00 Quorum Health Group Inc./Triad Hospitals 1,420 2,096 7.5 6.6 NA 24.8 18.4 NA 1.64 1.22 NA 15.1

08/16/04 Province Healthcare Co./Lifepoint Hospitals 1,190 1,710 12.1 9.2 NA 25.3 19.8 NA 1.70 1.33 NA 14.9

07/23/04 Vanguard Health System/Blackstone Group 1,220 1,752 9.8 NA            NA 33.8 NA            NA            NA            NA            NA   &n bsp;        NA Harmonic Mean 9.0 x 7.8 x 7.7 x 24.9 x 18.4 x 17.4 x 2.09 x 1.68 x 2.23 x 11.5 % High 12.1 9.2 7.7 33.8 21.2 18.5 2.90 2.60 2.43 15.1 Low 7.5 6.6 7.6 19.7 16.0 16.5 1.64 1.22 2.05 6.8

Note: Enterprise value before minority interest. Forward multiples based on selected Wall Street research.

CONFIDENTIAL 39

Section 4

Illustrative LBO Analysis

Project Saturn

Illustrative LBO Analysis: Management Base Case

5 Year IRR Return Sensitivities (Exit 2011) Exit            Purchase Price Per Share Multiple $21.00 $21.50 $22.00 $23.00

8.0 x 5.8 % 4.7 % 3.7 % 1.8 % 9.0 10.8 9.7 8.6 6.7

10.0 15.1 14.0 12.9 10.8

11.0 18.9 17.7 16.6 14.4

Implied 2006PF Entry Multiple 10.9 x 11.1 x 11.4 x 11.8 x Premium 6.5 % 9.1 % 11.6 % 16.7 % 5 Year Cash Return Sensitivities (Exit 2011) Exit            Purchase Price Multiple $21.00 $21.50 $22.00 $23.00

8.0 x 1.3 x 1.2 x 1.2 x 1.1 x 9.0 1.6 1.6 1.5 1.4

10.0 2.0 1.9 1.8 1.6

11.0 2.3 2.2 2.1 1.9

Implied 2006PF Entry Multiple 10.9 11.1 11.4 11.8

Premium 6.5 % 9.1 % 11.6 % 16.7 %

n Assumes $400.0 million of debt at closing, of which $133.3 million will be used to refinance existing debt

n 10% sponsor equity give up to management

Source: Management Model Base Case.

CONFIDENTIAL 40

Project Saturn

Illustrative LBO Analysis: Management Growth Case

5 Year IRR Return Sensitivities (Exit 2011)

Exit            Purchase Price Multiple $21.00 $21.50 $22.00 $23.00

8.0 x 12.8 % 11.7 % 10.6 % 8.6 % 9.0 18.2 17.0 15.8 13.7

10.0 22.7 21.5 20.3 18.1

11.0 26.8 25.5 24.2 22.0

Implied 2006PF Entry Multiple 10.9 x 11.1 x 11.4 x 11.8 x Premium 6.5 % 9.1 % 11.6 % 16.7 % 5 Year Cash Return Sensitivities (Exit 2011) Exit            Purchase Price Multiple $21.00 $21.50 $22.00 $23.00

8.0 x 1.8 x 1.7 x 1.6 x 1.5 x 9.0 2.2 2.1 2.0 1.8

10.0 2.6 2.5 2.4 2.2

11.0 3.1 2.9 2.8 2.6

Imp lied 2006PF Entry Multiple 10.9 x 11.1 x 11.4 x 11.8 x Premium 6.5 % 9.1 % 11.6 % 16.7 %

n Assumes $400.0 million of debt at closing, of which $133.3 million will be used to refinance existing debt

n 10% sponsor equity give up to management

Source: Management Model Base Case.

CONFIDENTIAL 41

Section 5

Potential Parties to Contact During Go-Shop Period

Project Saturn

Strategic Buyers

($ in millions) 2007E Results Buyer            Revenue            Adj. EBITDA            Comments

AmSurg $ 524 $99 n Second largest owner of ASCs; almost all GI centers n Continues to actively roll-up surgery center properties; diversification opportunity

USPI 622 162 n Demonstrated interest in surgical hospital business; provided indicative offer for NSH in 2005 n Recently acquired by Welsh Carson and would have synergies particularly at the Corporate G&A level n Has expressed no interest in the past

HCA 27,071 4,143 n Large player in the ASC market and currently owns over 100 ASCs in the U.S. n Acquired in July 2006 by a consortium of sponsors lead by Bain and KKR, the Company is more

focused on divestitures than acquisitions with planned LBO Davita 760 96 n Leading player in the kidney dialysis market n Recently completed ~$1.8 refinancing of debt and can afford to pay a higher premium to diversify

revenues Fresenius 8,500 1,625 n Multi-facility based dialysis centers n Similar operating dynamics as surgery center business; Saturn would be a diversification opportunity

Lifepoint 2,673 482 n Strong recent results; trading very close to 52 week high Hospitals n New CEO, Bill Carpenter announced in June 2006 Iasis            Private            Private n Privately held portfolio company of the Texas Pacific Group n Community based acute care hospital focus

Universal Health 4,710 532 n Top performing acute care hospital stock in 2006 n Currently owns 7 ASCs in the U.S.

MedCath 760 96 n Leader in cardiac specialty hospitals n Diversifying into Orthopedics may be an option

Novamed 139 22 n New CEO has been very acquisitive since joining in 2005 n Too small to acquire Saturn independently; if partnered with a sponsor, may be an opportunity n Current valuation may be too expensive for a sponsor partnership CONFIDENTIAL 42

Project Saturn

Financial Buyers

($ in millions) Financial Sponsor            Approx. Fund Size            Comments

Court Square Capital $2,000 n Recently acquired Western Dental and is actively pursuing a health care services business (fka Citigroup Venture Capital) GTCR Golder Rauner, LLC 2,000 n Current health care portfolio companies include Capella Healthcare, CompBenefits, Healthspring, Managed Health Care Associates and Trans Healthcare JLL Partners 1,500 n Current investments include Medical Card System, IASIS Healthcare Group and Attentus Health J.W. Childs 1,750 n Recent investments include Cornerstone Healthcare Group, Insight Health Services, Sheridan Healthcare, and Universal Hospital Services Metalmark Capital 3,300 n Health services investments include Vanguard Health Systems, Cross Country Healthcare, and SouthernCare One Equity Partners 5,000 n Portfolio companies include Apollo Hospitals, Oncology Therapeutics Networks and Quintiles Transnational Onex 1,700 n Portfolio companies include Emergency Medical Services, Skilled Healthcare Group, Center for Diagnostic Imaging and Res-Care Summit Partners 3,000 n Portfolio companies include more than 16 properties in the health services sector TA Associates 3,500 n Focuses on technology, financial services, healthcare, consumer, and business services. Currently maintains investments in 24 health services-related businesses Vestar Capital Partners 3,650 n Invests in industrial, consumer products, financial services, telecommunications, media, and healthcare companies. Previous portfolio companies include Essent Healthcare CONFIDENTIAL 43

Project Saturn

Financial Buyers (cont.) Other Financial Buyers ($ in millions) Financial Sponsor            Approx. Fund Size            Comments

Advent International $3,300 n Investments in the health services sector include Casa Reha (Germany), American Radiology Services and Long Term Care Group Bear Stearns Merchant Banking 2,700 n Has actively pursued a number of healthcare investments and maintains interest in the sector Diamond Castle Holdings 1,500 n Focuses on the energy and power, financial services, media and communications, healthcare, and other diversified industries Kelso & Company 2,100 n Invests in a variety of industries including general industrials, energy, pharmaceuticals and construction Liberty Partners 1,800 n Extensive list of portfolio companies in the health services sector including American Nursing Services, ConnectiCare, Healthx, Internet Healthcare Group, Lumenos, P.A.S.C., Precyse Solutions, Regulus Group and SmileCare J.P. Morgan Partners 6,500 n Active investor in health care services, including IASIS Healthcare, National Surgical Care and FHC Health Systems Oak Hill Capital Partners 2,500 n Invests in several industry sectors including healthcare Willis Stein & Partners 1,800 n Focuses in the media, business services, consumer products and services, health care, manufacturing, media and telecommunications industries. Current investments include Merit Health Systems Lindsay Goldberg & Bessemer 2,040 n Invests in the sectors of basic manufacturing, commodity based manufacturing, financial and business services, and healthcare. Current investments include Vanguard Health Systems Olympus Partners 758 n Health services investments include AMN Healthcare and Club Staffing, Inc. Quad-C Management 850 n Invests in several industry sectors including healthcare Wind Point Partners 700 n Focuses on the business services, consumer products, healthcare, and industrial products sectors including a current investment in Benchmark Medical CONFIDENTIAL 44

Appendices

Appendix A

Supplemental Discounted Cash Flow Analysis Information

Project Saturn

Saturn DCF Analysis: Base Case

Free Cash Flow Model⁽¹⁾ ($ in millions, except per share data) Projected 2007E 2008E 2009E 2010E 2011 E 2012 E

Revenue $ 347.7 $391.2 $408.1 $449.5 $483.0 $ 507.1

% Growth 15.3 % 12.5 % 4.3 % 10.1 % 7.5 % 5.0 % EBITDA-MI Plan $ 58.3 $ 67.6 $ 70.4 $ 78.7 $ 85.1 $ 89.1

% Margin 16.8 % 17.3 % 17.2 % 17.5 % 17.6 % 17.6 % % Growth 15.7 16.1 4.1 11.7 8.2 4.8 $19.0 ) ( ( $16.7 ) Less: Depreciation & Amortization ( ( $19.8 ) ($21.6) $ 23.2 ) ( $ 24.3 ) EBIT-MI $ 41.5 $ 48.6 $ 50.6 $ 57.0 $ 61.9 $ 64.8

% Margin 11.9 % 12.4 % 12.4 % 12.7 % 12.8 % 12.8 % % Growth 12.4 17.2 4.0 12.8 8.5 4.7 $19.0 ) ( ( $16.2 ) Taxes ( ( $19.7 ) ($22.2) $ 24.1 ) ( $ 25.3 ) % Pre-Tax EBIT 39.0 % 39.0 % 39.0 % 39.0 % 39.0 % 39.0 % Unlevered Net Income $ 25.3 $ 29.7 $ 30.8 $ 34.8 $ 37.7 $ 39.5

Plus: Depreciation & Amortization 16.7 19.0 19.8 21.6 23.2 24.3

Plus: Stock Comp Amortization 4.8 5.1 5.3 5.6 5.9 6.2

Less: Capital Expenditures (74.1) (13.2) (14.3) (57.6) (23.1) (17.4)

Plus: Proceeds from Minority Partners — 0.7 0.7 0.7 0.7 0.7

Less: Change in Working Capital (0.2) (1.7) (1.6) (4.3) (3.2) (2.3)

Less: Estimated FCF Generated in Q1:07 (8.1) — — — — - Unlevered Free Cash Flow ( $ 35.5 ) $ 39.6 $ 40.9 $ 0.8 $ 41.3 $ 51.1

PV of Unlevered FCF ( $ 34.0 ) $ 34.4 $ 31.7 $ 0.5 $ 25.5 $ 28.2 Value Per Share ($        M, except per share            Assumptions ($ in millions) data)

PV of 2007-2012 Cash Flows $86.3 16.4 % Discount Rate 12.0 % PV of Terminal Value 441.3 83.6 Terminal Multiple of Trailing EBITDA 9.5 x Enterprise Value $ 527.5 100.0 % Implied Trailing Unlevered Net Income Multiple 21.4

Plus: Cash ⁽²⁾ 26.9 Normalized FCF — End of 2012 $ 46.7

Less: Debt⁽²⁾ (133.3)

Equity Value $ 421.1 Terminal EBITDA $ 85.1

Multiple 9.5 x Net Fully Diluted Shares Outstanding 22.128

FV of Terminal Value $808.2

Equity Value Per Share $ 19.03

Implied Perpetual Growth Rate of Unlevered FCF 6.1 %

(1) Based on Saturn Management Model Base Case (2) Estimated Cash and Debt at March 31, 2007.

CONFIDENTIAL 45

Project Saturn

Saturn DCF Analysis: Growth Case

Free Cash Flow Model⁽¹⁾ ($ in millions, except per share data) Projected 2007E 2008E 2009E 2010E 2011 E 2012 E

Revenue $347.7 $404.1 $447.9 $524.7 $595.5 $659.0

% Growth 15.3 % 16.2 % 10.8 % 17.1 % 13.5 % 10.7 % EBITDA-MI Plan $58.3 $ 70.6 $ 80.7 $ 98.4 $114.8 $129.4

% Margin 16.8 % 17.5 % 18.0 % 18.8 % 19.3 % 19.6 % % Growth 15.7 21.1 14.3 22.0 16.7 12.7 19.6) ( Less: Depreciation & Amortization ($16.7) ($ ($21.6) ($25.0) $ 28.3 ) ($ 31.2 ) EBIT-MI $41.5 $ 50.9 $ 59.1 $ 73.4 $ 86.5 $98.2

% Margin 11.9 % 12.6 % 13.2 % 14.0 % 14.5 % 14.9 % % Growth 12.4 22.7 16.0 24.3 17.9 13.5 19.9) ( Taxes ($16.2) ($ ($23.0) ($28.6) $ 33.8 ) ($ 38.3 ) % Pre-Tax EBIT 39.0 % 39.0 % 39.0 % 39.0 % 39.0 % 39.0 % Unlevered Net Income $25.3 $ 31.1 $ 36.0 $ 44.8 $ 52.8 $59.9

Plus: Depreciation & Amortization 16.7 19.6 21.6 25.0 28.3 31.2

Plus: Stock Comp Amortization 4.8 5.1 5.3 5.6 5.9 6.2

Less: Capital Expenditures (74.1) (44.6) (46.1) (94.9) (61.6) (57.1)

Plus: Proceeds from Minority Partners — 0.7 0.7 0.7 0.7 0.7

Less: Change in Working Capital (0.2) (2.9) (4.1) (7.7) (6.7) (6.1)

Less: Estimated FCF Generated in Q1:07 (8.1) — — — — - Unlevered Free Cash Flow ( $35.5 ) $ 9.0 $ 13.5 ( $26.5 ) $ 19.4 $34.8

PV of Unlevered FCF ( $34.0 ) $ 7.8 $ 10.4 ( $18.3 ) $ 12.0 $19.2

p Value Per Share ($        M, except per share            Assumptions ($ in millions) data)

PV of 2007-2012 Cash Flows ($ 2.9 ) (0.5 %) Discount Rate 12.0 % PV of Terminal Value 640.7 100.5 Terminal Multiple of Trailing EBITDA 9.5 x Enterprise Value $ 637.8 100.0 % Implied Trailing Unlevered Net Income Multiple 20.5

Plus: Cash ⁽²⁾ 26.9 Normalized FCF — End of 2012 $64.3

Less: Debt⁽²⁾ (133.3)

Equity Value $ 531.4 Terminal EBITDA $114.8

Net Fully Diluted Shares Outstanding 22.430 Multiple 9.5 x FV of Terminal Value $1,090.7

Equity Value Per Share $ 23.69

Implied Perpetual Growth Rate of Unlevered FCF 6.4 %

(1) Based on Saturn Management Projections—Growth Model. (2) Estimated Cash and Debt at March 31, 2007.

CONFIDENTIAL 46

Appendix B

Weighted Average Cost Capital Supplemental Materials

Project Saturn

Historical Predicted & Barra Beta Analysis Quarterly Barra Betas Q4:04 Q1:05 Q2:05 Q3:05 Q4:05 Q1:06 Q2:06 Q3:06 Q4:06 Q1:07

AMSG 0.58 0.49 0.47 0.34 0.56 0.40 0.54 0.49 0.51 0.41

USPI 0.57 0.64 0.68 0.71 0.78 0.62 0.68 1.01 0.87 0.65

MDTH 0.67 0.65 0.77 0.67 0.70 0.83 0.99 0.83 0.74 0.78

NOVA 0.93 0.98 0.69 0.75 0.55 0.43 0.27 0.27 0.36 0.53

Average 0.69 0.69 0.65 0.62 0.65 0.57 0.62 0.65 0.62 0.59

Saturn 0.68 0.69 0.67 0.63 0.70 0.51 0.63 0.98 0.84 0.66 Historical 2 Year Weekly Betas Q4:04 Q1:05 Q2:05 Q3:05 Q4:05 Q1:06 Q2:06 Q3:06 Q4:06 Q1:07

AMSG 0.53 0.60 0.62 0.68 0.77 0.69 0.64 0.69 0.47 0.68

USPI 0.78 1.14 1.11 1.21 1.15 0.95 1.00 0.77 0.67 0.64

MDTH 1.04 1.32 1.16 1.09 0.93 0.78 0.76 0.61 0.53 0.51

NOVA 0.65 0.56 0.60 1.01 0.98 0.86 0.80 0.80 0.72 0.68

Average 0.75 0.91 0.87 1.00 0.96 0.82 0.80 0.72 0.60 0.63

Saturn            NA            NA            NA            NA 1.30 1.35 1.43 1.49 1.26 1.26 Historical 5 Year Weekly Betas Q4:04 Q1:05 Q2:05 Q3:05 Q4:05 Q1:06 Q2:06 Q3:06 Q4:06 Q1:07

AMSG 0.66 0.68 0.55 0.60 0.63 0.57 0.55 0.56 0.58 0.61

USPI            NA            NA            NA            NA            NA            NA 0.52 0.65 0.72 0 ..71

MDTH            NA            NA            NA            NA            NA            NA 0.66 0.69 0.74 0 ..82

NOVA 0.83 0.98 0.72 0.63 0.71 0.60 0.58 0.47 0.55 0.58

Average 0.75 0.83 0.64 0.62 0.67 0.59 0.58 0.59 0.65 0.68

Saturn            NA            NA            NA            NA            NA            NA             NA            NA            NA            NA

CONFIDENTIAL 47

EX-99.(C)(3)

Exhibit (c)(3)

HIGHLY CONFIDENTIAL DRAFT

Presentation to the Saturn Special Committee Project Saturn April 22, 2007

Project Saturn

Table of Contents

Section

1 Transaction Overview

2 Review of Saturn Financial Results and Projections

3 Valuation Analysis

A Discounted Cash Flow Analysis

B Comparable Company Analysis

C Precedent M&A Transactions Analysis

4 Illustrative LBO Analysis

5 Potential Parties to Contact During Go-Shop Period

Appendices

A Supplemental Discounted Cash Flow Analysis Information

B Weighted Average Cost Capital Supplemental Materials

CONFIDENTIAL 10595818, v1

Project Saturn

Certain Disclosures and Other Considerations

This presentation has been prepared solely for the use of the Special Committee of the Board of Directors (the “Board”) of Saturn (“Saturn” or the “Company”) in connection with the fairness opinion being provided by Bear, Stearns & Co. Inc. (“Bear Stearns”) with respect to Project Saturn. This presentation should only be used by the Board in its evaluation of the specific transaction referred to herein (the “Merger”) and should not be used, considered or relied upon for any other purpose or in connection with any other matter. This presentation and the conclusions presented herein are qualified in their entirety by the written opinion letter regarding the Merger to be delivered by Bear Stearns and the assumptions, qualifications and other limitations to be stated therein. This presentation is confidential and may not be reproduced, disseminated, quoted from or referred to at any time, in any manner or for any purpose without the prior written consent of Bear Stearns.

The financial and other information contained in this presentation was obtained solely from Saturn and from public sources. Bear Stearns has relied upon and assumed, without independent verification, the accuracy and completeness of such information. Bear Stearns has assumed that the projections referred to herein have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of Saturn as to the expected future performance of Saturn. Bear Stearns has not assumed responsibility for independent verification of any such information, including, without limitation, the projections, and Bear Stearns has further relied upon assurances of senior management of Saturn that they are unaware of any facts that would make any such information or projections incomplete or misleading. This presentation has been prepared as of the date on the cover page of this presentation and reflects information made available to Bear Stearns as of or prior to such date.

Bear Stearns has acted as a financial advisor to the Special Committee of the Board of Directors of Saturn in connection with the Merger and will receive a customary fee for such services, a substantial portion of which is contingent on successful consummation of the Merger. In addition, Saturn has agreed to reimburse Bear Stearns for certain expenses and to indemnify Bear Stearns against certain liabilities arising out of our engagement. Bear Stearns (i) has previously provided Saturn certain investment banking and other services on matters unrelated to the Merger and (ii) has previously been engaged (and may currently be engaged) by Crestview and its affiliates to provide investment banking and other services on matters unrelated to the Merger, for which Bear Stearns has received (or expects to receive) customary fees. Bear Stearns may seek to provide Saturn and Crestview and their respective affiliates certain investment banking and other services unrelated to the Merger in the future.

Consistent with applicable legal and regulatory requirements, Bear Stearns has adopted policies and procedures to establish and maintain the independence of Bear Stearns’ research departments and personnel. As a result, Bear Stearns’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to Saturn, the Merger and other participants in the Merger that differ from the views of Bear Stearns’ investment banking personnel.

In the ordinary course of business, Bear Stearns and its affiliates may actively trade for its own account and for the accounts of its customers equity and debt securities, bank debt and/or other financial instruments issued by Saturn and/or Crestview and their respective affiliates, as well as derivatives thereof, and, accordingly, may at any time hold long or short positions in such securities, bank debt, financial instruments and derivatives.

CONFIDENTIAL 10595818, v1

Section 1 Transaction Overview

Project Saturn

Introduction

The purpose of today’s meeting is to provide an update to the Special Committee regarding Project Saturn and evaluate the most recent proposal received from Crestview Partners GP, L.P. (“Crestview”).

On April 21st, Saturn (or the “Company”) received a proposal from Crestview to acquire the Company for $22.35 per share in cash (the “Proposed Transaction”)

Crestview has indicated the following as part of the Proposed Transaction:

Due diligence is complete

Committed financing

Signed commitment papers to be delivered at execution of merger agreement

In addition, the merger agreement contemplates the following key items:

No financing condition

30-day “go-shop” period

Today, we will review the Proposed Transaction and provide the Special Committee with a framework for assessing its attractiveness in the context of Saturn’s current situation

CONFIDENTIAL 1

Project Saturn

Overview of Proposed Transaction: Current Crestview Proposal

Key Terms

Acquiror Entities to be formed by Crestview Partners GP, L.P.

Transaction Structure Merger of Saturn with an indirect wholly-owned subsidiary of Crestview

Form of Consideration 100% Cash(1)

Transaction Value $22.35 per Saturn share (13.3% premium to current price of $19.73 as of the close on April 20, 2007; 26.9 % premium to stock price of $17.61 prior to announcement of Welsh Carson’s acquisition of USPI on January 8, 2007

$ 499.6 million equity value

$ 606.0 million enterprise value

Financing Approximately $400.0 million of debt financing

Equity commitment provided by Crestview and affiliates

Break-up Fees [1.5]% of equity value at deal for termination due to a superior proposal during the go-shop period (inclusive of expense reimbursement)

2.5% of equity value at deal for termination due to a superior proposal during the no-shop period (inclusive of expense reimbursement)(2)

Reverse break-up fee of 2.5% of equity value at deal as a result of Crestview termination

Certain Conditions to Closing Saturn shareholder approval

Absence of Material Adverse Effect

HSR and all other [governmental consents and approvals]

No injunctions or legal restraints Other Selected Terms No financing condition

30-day “go-shop” provision

Crestview has right-to-match after initial 14 days of go-shop period expires

(1) Excludes roll-over equity from Saturn Management (“Management”).

(2) Except that [1.5]% applies to Excluded Parties during no-shop period. An Excluded Party is a party that submits a written proposal prior to the beginning of the no-shop period, for which the

Board of Directors of Saturn or the Special Committee determines in good faith, after consulting with its financial and outside counsel, that such proposal constitutes or could reasonably be expected to result in a superior proposal and that the failure to take such action could violate its fiduciary duties under applicable law.

CONFIDENTIAL 2

Project Saturn

Prior Sale Discussions Held

Summary Observations

In Q1:2006, Company was approached by Strategic Investor who indicated interest in acquiring the Company at a 20% premium to the then current stock price

On that basis, Company allowed Strategic Investor to perform initial due diligence

At the completion of initial due diligence, Strategic Investor declined to submit a formal proposal to acquire the Company

In June and July 2006, Company’s Board of Directors allowed Management to retain investment bank to solicit interest from 12 financial sponsors regarding a potential transaction (including a sponsor that had a platform company in the industry)

All but 2 financial sponsors executed confidentiality agreements

After reviewing public information, 5 financial sponsors provided preliminary indications of interest ranging from $24.00 to $27.00 per share (market price at the time was $21.90)

Management selected 3 of the financial sponsors to continue in the process and perform initial due diligence

On October 31, 2006, and after completing the initial due diligence phase, only 1 of 3 remaining financial sponsors (“Final Bidder”) provided a revised indication of interest, subject to due diligence to acquire the Company for $21.00 to $22.00 per share

Upon completion of its due diligence process in November 2006, the Final Bidder decided not to submit a formal proposal to acquire the Company

The Final Bidder indicated in April 2007 that it was not interested in acquiring the Company, but might be interested in making a minority investment in the Company at a discount to the then current stock price

CONFIDENTIAL 3

Project Saturn

Dates Events

March 6th Crestview indicates an initial interest in acquiring the Company for $22.00 per share

Subsequently, Board of Directors meet and constitute Special Committee

March 26th Special Committee, Bear Stearns and Akin Gump (“Advisors”) meet for organizational call March 29th Special Committee and Advisors meet to discuss process and calendar

April 5th Bear Stearns and Company CFO and Controller meet to review 2007E Budget as Prepared and as Adjusted April 6th Special Committee and Advisors meet to discuss draft merger agreement

Akin Gump delivers draft merger agreement to Davis Polk

April 16th Special Committee and Advisors meet with Management to discuss and diligence Management’s financial model (the “Management Model”)

Bear Stearns receives letter from Crestview offering to acquire Saturn for $21.50 per share (“Initial Proposal”) and Crestview provides mark-up of merger agreement

Special Committee and Advisors meet to discuss Initial Proposal

April 17th Bear Stearns, on behalf of the Special Committee, indicates to Crestview that it must move up from its Initial Proposal for the Special Committee to continue negotiating terms of a potential transaction

April 18th Akin Gump delivers revised merger agreement to Davis Polk April 19th Merrill Lynch, on behalf of Crestview, revises offer price to $22.00 per share (“Revised Proposal I”)

Special Committee and Advisors meet to evaluate Revised Proposal I

April 20th Bear Stearns, on behalf of the Special Committee, counters Crestview’s Revised Proposal I with a purchase price of $22.80 per share

Merrill Lynch, on behalf of Crestview, revises offer price to $22.25 per share (Revised Proposal II) and indicates little or no flexibility in moving beyond that price level

April 21st Bear Stearns, on behalf of the Special Committee, counters Crestview’s Revised Proposal II with $22.35 per share (“Proposed Transaction”)

Merrill Lynch, on behalf of Crestview, agrees to $22.35 per share purchase price

C            ONFIDENTIAL 4

Project Saturn

Review of Proposed Transaction Valuation

As Received on April 21, 2007 ($ and shares in millions) Initial Proposal            Revised Proposal I            Revised Proposal II            Proposed Transaction Offer Price Per Share $ 21.50 $ $ 22.00 $ 22.25 $ 22.35 Premium to Current ($19.73 on April 20, 2007) 9.0% 11.5% 12.8% 13.3% Primary Shares 21.684 21.684 21.684 21.684 In-the-$ Options and Warrants (1) 2.025 2.025 2.025 2.025 Gross Diluted Shares 23.709 23.709 23.709 23.709 Gross Equity Value $ 509.7 $ $ 521.6 $ 527.5 $ 529.9 Less: Options and Warrants Proceeds (30.3) (30.3) (30.3) (30.3) Net Equity Value $ 479.4 $ $ 491.3 $ 497.2 $ 499.6 Add: Long Term Debt @ 03/31/07 133.3 133.3 133.3 133.3 Less: Cash & Cash Equivalents 03/31/07 (26.9) (26.9) (26.9) (26.9) Enterprise Value $ 585.8 $ $ 597.7 $ 603.6 $ 606.0 2007 Acquisition Spend $ 56.4 $ 56.4 $ 56.4 $ 56.4 Management Enterprise Value/EBITDA-MI            Model 2006A (2) $50.3 11.6 x 11.9 x 12.0 x 12.0 x 2006A Pro Forma(3) 52.5 11.1 11.4 11.5 11.5 2007E Budget as Adjusted 58.3 10.1 10.3 10.4 10.4 2007E Pro Forma(4)(5) 64.6 9.9 10.1 10.2 10.3 2008E (5) 67.6 9.5 9.7 9.8 9.8 Price/Earnings Per Share 2006A (2) $0.84 25.5 x 26.1 x 26.4 x 26.5 x 2007E Budget as Adjusted 0.91 23.8 24.3 24.6 24.7 2008E Base Case 1.11 19.4 19.8 20.0 20.1 EBITDA-MI/Multiple to Growth Rate 2007E Budget as Adjusted 1.09 x 1.11 x 1.12 x 1.13 x P/E/Multiple to Growth Rate 2007E Budget as Adjusted 1.87 x 1.92 x 1.94 x 1.95 x

(1) Includes 196,683 restricted stock units outstanding as of March 31, 2007.

(2) Represents 2006A results adjusted to exclude net non-recurring gains/(losses) and proceeds from litigation and insurance settlements of $1.6 million in total.

(3) Represents 2006A as described in footnote (2) adjusted for the impact of divestitures, new development and changes in the certain payor agreements as if it occurred on January 1, 2006. (4) Represents 2007E Budget as Adjusted pro forma for the full-year impact of divestitures, new development and buy-up activity as if it occurred on January 1, 2007. (5) Associated debt in enterprise value includes 2007E Budget as Adjusted new development and buy-up activity spend of ~$56.4 million.

CONFIDENTIAL 5

Project Saturn

Saturn Stock Price Performance

Daily: April 20, 2006-April 20, 2007

A 04/26/06: Announced Q1:06 EPS of $0.20 falling short of consensus estimates of $0.23. Reaffirmed guidance for fiscal year 2006 revenue in the range of $300-$305 million and EPS in the range of $0.88-$0.91, below analyst estimates of $0.93. B 07/26/06: Announced Q2:06 EPS of $0.23 topping consensus estimates of $0.22. Raised guidance for fiscal year 2006 revenue from $300-$305 million to $303-$308 million. C 08/26/06 Deutsche Bank research analyst is quoted in The Tennessean as saying Saturn may be considering a sale of itself.

D 09/21/06 Bank of America lowered ASC industry outlook from overweight to underweight.

E 10/25/06: Announced Q3:06 EPS of $0.19 falling short of consensus estimates of $0.22. Lowered guidance for fiscal year 2006 revenue in the range of $300-$305 million and EPS in the range of $0.83-$0.86. F 12/19/06: Announced guidance for fiscal year 2007 of revenue between $332-$337 and earnings per share between $0.92-$0.95. G 01/08/07: Welsh Carson announced acquisition of USPI, resulting in Saturn stock increasing by ~6%.

H 02/26/07: Announced Q4:06 EPS of $0.21 falling short of consensus estimates of $0.22.

CONFIDENTIAL 6

Project Saturn

Sector Relative Stock Price Performance

Day Before USPI Deal Announcement to Present            Last Six Months

Last Twelve Months            Since IPO (02/06/04-Present)

(1) Includes AmSurg, MedCath, Novamed and United Surgical Partners, Intl. We note that United Surgical Partners, Intl. is included although it was acquired by Welsh Carson on January 8, 2007.

CONFIDENTIAL 7

Project Saturn

Proposed Transaction Value: Implied Premiums Analysis

Saturn Stock Price Across Time

Saturn Stock Price Low            Average            High Current(1) $19.73 $19.73 $19.73 January 5, 2007(2) 17.61 17.61 17.61 1-Week 19.18 19.64 19.94 1-Month 18.40 19.36 19.94 3-Month 18.40 19.77 21.67 6-Month 16.29 18.73 21.67 12-Month 16.29 19.76 23.93 Since IPO 15.44 20.59 27.86

Implied Premiums Across Time Implied Premium @ $21.50/Share            Implied Premium @ $22.00/Share            Implied Premium @ $22.25/Share            Implied Premium @ $22.35/Share Low            Average            High            Low            Average            High            Low        & nbsp;   Average            High            Low            Average            High Current 9.0% 9.0% 9.0% 11.5% 11.5% 11.5% 12.8% 12.8% 12.8% 13.3% 13.3% 13.3% January 5, 2007 22.1 22.1 22.1 24.9 24.9 24.9 26.3 26.3 26.3 26.9 26.9 26.9 1 — Week 12.1 9.4 7.8 14.7 12.0 10.3 16.0 13.3 11.6 16.5 13.8 12.1 1 — Month 16.8 11.1 7.8 19.6 13.6 10.3 20.9 14.9 11.6 21.5 15.4 12.1 3 — Month 16.8 8.8 (0.8) 19.6 11.3 1.5 20.9 12.6 2.7 21.5 13.1 3.1 6 — Month 32.0 14.8 (0.8) 35.1 17.4 1.5 36.6 18.8 2.7 37.2 19.3 3.1 12 — Month 32.0 8.8 (10.2) 35.1 11.3 (8.1) 36.6 12.6 (7.0) 37.2 13.1 (6.6) Since IPO 39.2 4.4 (22.8) 42.5 6.8 (21.0) 44.1 8.0 (20.1) 44.8 8.5 (19.8)

(1) Current represents closing stock price on April 20, 2007.

(2) Represents the unaffected closing price on the day prior to USPI’s announcement of acquisition by Welsh Carson.

CONFIDENTIAL 8

Section 2

Review of Saturn Financial Results and Projections

Project Saturn

Saturn Historical Financial Performance

Summary Historical Income Statement ($ in millions)

Actual Fiscal Years Ended December 31, CAGR 2002A 2003A 2004A 2005A 2006A ‘02A-’06A Revenue $ $144.7 $ $176.3 $ $216.3 $ $265.7 $ $301.5 20.2 % YOY % Growth 38.2% 21.8% 22.7% 22.8% 13.5 % Operating Expenses 98.5 120.1 145.8 170.8 201.3 19.6 % % of Revenue 68.1% 68.1% 67.4% 64.3% 66.8 % % of Revenue (Ex FAS 123R) — — — — 66.7 General & Administrative 14.3 15.9 18.4 22.0 24.4 14.2 % % of Revenue 9.9% 9.0% 8.5% 8.3% 8.1 % % of Revenue (Ex FAS 123R) — — — — 6.9 (Income)/Loss on Equity Investments (0.5) (0.4) (1.3) (1.3) (2.4 ) 45.5 % Minority Interest 7.4 10.4 15.5 25.9 27.9 39.6 % EBITDA-MI(1) $ 25.0 $ 30.3 $ 37.8 $ 48.3 $50.3 19.1 % % Margin 17.3% 17.2% 17.5% 18.2% 16.7 % % Margin (Ex FAS 123R) — — — — 18.0 Depreciation & Amortization 7.8 9.3 10.9 13.3 13.4 14.4 % EBIT-MI(1) $ 17.2 $ 21.0 $ 26.9 $ 35.1 $36.9 21.1 % % Margin 11.9% 11.9% 12.4% 13.2% 12.2 % % Margin (Ex FAS 123R Expense) — — — — 13.5 Interest Expense, Net(2) 4.6 4.9 4.2 4.9 7.1 Pre-Tax Income $ 12.6 $ 16.1 $ 22.8 $ 30.2 $29.8 24.2 % Income Tax Expense(3) 4.8 6.2 8.7 11.3 11.5 % Tax Rate 38.4% 38.4% 38.4% 37.4% 38.7 % Net Income $ 7.7 $ 9.9 $ 14.0 $ 18.9 $18.3 24.0 % % Margin 5.3% 5.6% 6.5% 7.1% 6.1 %

(1) Excludes pre-tax impairment and loss on disposal of long-lived assets of $0.5M, $0.4M, $0.3M, $1.5M and $1.2M in each of 2002A-2006A. Excludes pre-tax gain on sale of long-lived assets of $0.5M, $0.6M, $0.3M, $1.8M and $1.8M in each of 2002A-2006A. Excludes $0.4M in pre-tax proceeds from insurance settlement and $0.6M from litigation settlement in 2006A. (2) Excludes pre-tax debt prepayment penalty of $0.9M in 2003A and $0.7M in 2004A. (3) Excluded items listed in footnotes (1) and (2) tax-effected at marginal rate of ~36%; 2002A and 2003A represent estimate of full tax impact at 38.4% tax rate for comparative purposes.

CONFIDENTIAL 9

Project Saturn

Saturn 2006A Pro Forma EBITDA-MI

The chart below depicts Saturn Management’s adjustments to 2006A EBITDA-MI to arrive at 2006A Pro Forma EBITDA-MI.

EBITDA-MI: 2006 Actual to Pro Forma Bridge ($ in millions)

Non-

Recurring(1) Full-Year Adjustments(2)

(1) As described in footnote (1) on page 9.

(2) California In Network (United Healthcare) and BCBS (Blue Cross/Blue Shield) Texas represent rate and volume impact of changes in pay arrangements with each of these payors. Full-year adjustments represent impact of Roswell and Columbia divestitures and Durango, Greenville and Wichita acquisitions, as if these transactions occurred on January 1, 2006.

(3) Represents results from continuing operations.

CONFIDENTIAL 10

Project Saturn

Saturn 2007E Budget as Adjusted

In formulating expected 2007E results, Saturn Management started with its 2007E Budget as Prepared in Q4:06 and made several adjustments to reflect the current operating environment and account for anticipated strategic and operational changes in 2007E.

Based on 2006A negative trends in cost of supplies, Saturn Management has increased supplies as a percentage of revenue from 19.1% to 20.0% in the 2007E Budget as Adjusted

Not originally factored into the 2007E Budget, Saturn Management now expects to divest certain underperforming facilities in 2007, including:

Englewood;

San Antonio;

Savannah; and,

Tuscaloosa

In New Development Activity, Saturn Management has removed generic acquisition #1 from the 2007E Budget, delayed generic acquisition #2 by one quarter and reduced associated corporate G&A expense from

~$ 987K to ~$327K

In terms of buying up interest in existing facilities, Saturn Management now intends to buy-up to a pro forma 60% stake in the Cape Coral facility on or about July 1, 2007

CONFIDENTIAL 11

Project Saturn

Saturn 2007 EBITDA-MI Budget Bridge

The chart on the left depicts the impact of Saturn Management’s adjustments on 2007 Budget as Prepared EBITDA-MI, while the chart on the right captures the pro forma impact had all of these adjustments along with acquisition and de novo activity occurred on January 1, 2007.

EBITDA-MI: 2007E Budget as Adjusted ($ in millions) EBITDA-MI: 2007E Pro Forma ($ in millions)

(1) Represents the impact of removing generic acquisition #1 from the 2007E Budget, delaying generic acquisition #2 by one quarter and reducing associated corporate G&A expense by $660,000. (2) Represents annualized impact of items in 2007E Budget as Adjusted as well as the assumption that all New Development Activity occurs on January 1, 2007.

CONFIDENTIAL 12

Project Saturn

Saturn 2007 EPS Budget Bridge

The chart below depicts the impact of Saturn Management’s adjustments on 2007E Budget as Prepared EPS.

EPS: 2007E Budget as Adjusted            Observations

Budget as Prepared yields $0.97 of 2007E EPS

Saturn provided public 2007E EPS guidance of $0.92-$0.95

Current Wall Street expectations are for $0.93 of EPS in 2007E (see page 20)

Budget as Adjusted yields $0.91 of 2007E EPS

(1) Represents the impact of removing generic acquisition #1 from the 2007E Budget, delaying generic acquisition #2 by one quarter and reducing associated corporate G&A by $660,000.

CONFIDENTIAL 13

Project Saturn

Summary of Saturn Q1:07 Results

Key Income Statement Items ($ in millions)

Quarter Ended March 31, 2006 Quarter Ended March 31, 2007 As Adjusted            As Adjusted            Q1:07 Average One Time            One Time            Wall Street As Reported(1) Divestitures(2) Items (3) As Reported(1) Divestitures(2) Items (3) Expectations Revenue $72.8 $67.5 $67.5 $80.1 $77.2 $77.6 $79.7 Operating Expenses $53.6 $49.1 $49.1 $61.6 $58.3 $58.3 $59.9 & G&A Actual      % of Revenue 73.7 % 72.7 % 72.7% 76.9 % 75.5 % 75.1 % 75.2 % Results EBITDA-MI $11.7 $11.1 $11.7 $11.9 $12.2 $12.8 $13.4 % of Revenue 16.1 % 16.4 % 17.3% 14.9 % 15.7 % 16.5 % 16.8 % EPS $0.21 $0.20 $0.19 $0.18 $0.20 $0.21 $0.22

Source: Saturn Management and selected Wall Street research reports.

(1) As Reported includes all facilities held at the end of Q1:07, including those facilities expected to be divested and reported as discontinued operations as of Q1:07. (2) As Adjusted for Divestitures includes only those facilities which will be reporting in continuing operations as of Q1:07 (i.e. excludes facilities expected to be divested).

(3) As Adjusted for One-Time Items excludes non-recurring items including proceeds from litigation and insurance settlements, contractual adjustments for certain changes in payor arrangements and gains/(losses) on sale of assets.

CONFIDENTIAL 14

Project Saturn

Overview of Saturn Management Financial Model

For the period 2008-2012, Management developed two distinct sets of operating scenarios to arrive at two separate financial model cases:

Management Model Assumptions

Standalone Model

Net patient revenue growth of 5% through 2012E based on anticipated pro forma 2007E results

- 4% case volume growth — 1% net revenue per case growth

Service revenue growth of 2%; Other revenue growth of 5%

Facility operating expenses held constant at ~67% of revenue

General corporate expense annual growth of 5%

- Yields ~50 bps of margin leverage through 2012

Equity income in affiliates annual growth of 5%

Minority interest equal to 9% of revenue, implying 34.0%-35.0% of consolidated EBITDA

Exit remaining physician practice management contracts at end of 2008 (~$2.5 million of revenue)

Exercise buy-up option for majority stake in Chesterfield (6.75x multiple), Thousand Oaks (6.80x multiple) in 2010 and Novi (7.50x multiple) in 2011

Standalone Model Plus Consistent Annual Generic Acquisitions and Generic De Novos

Generic acquisitions acquired at 6.75x LTM EBITDA and assume 55% Saturn ownership

- 3 facilities added in each of 2008-2012

Consolidated generic de novos require initial Saturn investment of $765,000 for 51% stake

- 1 facility added in each of 2008-2012

Non-consolidated generic de novos require Saturn investment of $300,000 for 20% stake

- 3 facilities added in each of 2008-2012

- In each of 2010-2012, Saturn buys-up 1 facility to pro forma 51% stake at 6.75x LTM EBITDA

CONFIDENTIAL 15

Project Saturn

Management Model: Base Case

Summary Projected Income Statement ($ in millions)

Pro            Budget as            Pro Actual            Forma            Adjusted            Forma            Projected Fiscal Years Ending December 31, CAGR 2006A 2006A 2007E 2007E 2008E 2009E 2010E 2011E 2012E ‘07E(2)-’12E Revenue(1) $ $301.5 $ $318.7 $347.7 $372.7 $391.2 $408.1 $ $449.5 $ $483.0 $507.1 7.8 % YOY % Growth 13.5% 15.3% 5.0% 4.3% 10.1% 7.5% 5.0% Operating Expenses 201.3 216.1 232.4 249.4 260.6 271.9 299.8 321.8 337.9 7.8 % % of Revenue 66.8 % 67.8 % 66.9% 66.9% 66.6% 66.6% 66.7% 66.6% 66.6% General & Administrative 24.4 24.4 28.3 28.3 29.7 31.2 32.7 34.3 36.0 5.0 % % of Revenue 8.1 % 7.7 % 8.1% 7.6% 7.6% 7.6% 7.3 % 7.1% 7.1% (Inc)/Loss on Equity Investments (2.4 ) (2.3 ) (1.4) (1.6) (1.7) (1.8) (1.6 ) (1.6) (1.7) Minority Interest 27.9 28.0 30.0 32.1 35.0 36.5 39.9 43.4 45.7 EBITDA-MI $50.3 $52.5 $ 58.3 $ 64.6 $ 67.6 $ 70.4 $78.7 $ 85.1 $ 89.1 8.9 % % Margin 16.7 % 16.5 % 16.8% 17.3% 17.3% 17.2% 17.5 % 17.6% 17.6% Depreciation & Amortization 13.4 14.3 16.7 17.6 19.0 19.8 21.6 23.2 24.3 EBIT-MI $36.9 $38.2 $ 41.5 $ 47.0 $ 48.6 $ 50.6 $57.0 $ 61.9 $ 64.8 9.3 % % Margin 12.2 % 12.0 % 11.9% 12.6% 12.4% 12.4% 12.7 % 12.8% 12.8% Interest Expense/(Income), Net 7.1 7.3 8.6 8.5 7.9 5.0 3.4 1.7 (1.3) Pre-Tax Income $29.8 $31.0 $ 32.9 $ 38.5 $ 40.8 $ 45.6 $53.7 $ 60.2 $ 66.1 15.0 % Income Tax Expense (11.5 ) (11.9 ) (12.8) (15.0) (15.9) (17.8) (20.9 ) (23.5) (25.8) Net Income $18.3 $19.0 $ 20.0 $ 23.5 $ 24.9 $ 27.8 $32.7 $ 36.7 $ 40.3 15.0 % % Margin 6.1 % 6.0 % 5.8% 6.3% 6.4% 6.8% 7.3 % 7.6% 8.0%

(1) Base Case includes the exit of remaining physician practice management contracts at the end of 2008E and contractual buy-up activity in 2010E and 2011E. (2) Represents 2007E Budget as Adjusted.

CONFIDENTIAL 16

Project Saturn

Management Model: Growth Case

Summary Projected Income Statement ($ in millions)

Pro            Budget as            Pro Actual            Forma            Adjusted            Forma            Projected Fiscal Years Ending December 31, CAGR 2006A 2006A 2007E 2007E 2008E 2009E 2010E 2011E 2012E ‘07E(2)-’12E Revenue(1) $ $301.5 $318.7 $347.7 $ $372.7 $ $404.1 $447.9 $524.7 $ $595.5 $ $659.0 13.6 % YOY % Growth 13.5% 15.3% 8.4% 10.8% 17.1% 13.5% 10.7% Operating Expenses 201.3 216.1 232.4 249.4 269.6 298.6 349.5 395.8 437.5 13.5 % % of Revenue 66.8 % 67.8% 66.9% 66.9% 66.7% 66.7% 66.6% 66.5 % 66.4 % General & Administrative 24.4 24.4 28.3 28.3 30.0 31.9 33.9 36.0 38.2 6.2 % % of Revenue 8.1 % 7.7% 8.1% 7.6% 7.4% 7.1% 6.5% 6.1 % 5.8 % (Inc) / Loss on Equity Investments (2.4 ) (2.3) (1.4) (1.6 ) (2.0) (3.6) (4.8) (6.4 ) (8.1 ) Minority Interest 27.9 28.0 30.0 32.1 36.1 40.4 47.6 55.2 62.0 EBITDA-MI $50.3 $ 52.5 $ 58.3 $64.6 $ 70.6 $ 80.7 $ 98.4 $ $114.8 $ $129.4 17.3 % % Margin 16.7 % 16.5% 16.8% 17.3 % 17.5% 18.0% 18.8% 19.3 % 19.6 % Depreciation & Amortization 13.4 14.3 16.7 17.6 19.6 21.6 25.0 28.3 31.2 EBIT-MI $36.9 $ 38.2 $ 41.5 $47.0 $ 50.9 $ 59.1 $ 73.4 $86.5 $98.2 18.8 % % Margin 12.2 % 12.0% 11.9% 12.6 % 12.6% 13.2% 14.0% 14.5 % 14.9 % Interest Expense/(Income), Net 7.1 7.3 8.6 8.5 8.9 8.0 8.3 8.4 6.4 Pre-Tax Income $29.8 $ 31.0 $ 32.9 $38.5 $ 42.0 $ 51.0 $ 65.1 $78.2 $91.8 22.8 % Income Tax Expense (11.5 ) (11.9) (12.8) (15.0 ) (16.4) (19.9) (25.4) (30.5 ) (35.8 ) Net Income $18.3 $ 19.0 $ 20.0 $23.5 $ 25.6 $ 31.1 $ 39.7 $47.7 $56.0 22.8 % % Margin 6.1 % 6.0% 5.8% 6.3 % 6.3% 7.0% 7.6% 8.0 % 8.5 %

(1) Growth Case includes the exit of remaining physician practice management contracts at the end of 2008E and contractual buy-up activity in 2010E and 2011E. (2) Represents 2007E Budget as Adjusted.

CONFIDENTIAL 17

Project Saturn

Saturn Business Development Case Comparison

Saturn Historical Business Development Actual 2003A 2004A 2005A 2006A Beginning Facilities 34 44 54 59 Plus: Acquisitions 5 6 6 3 Plus: De Novos 5 3 1 1 Plus: Management Contracts 1 1 — - Less: Divestitures/Closures (1) — (2) (4) Ending Facilities 44 54 59 59 Bighorn Investment ($M) $45.6 $69.3 $50.4 $46.6

Saturn Base Case Business Development Budget as Projected Adjusted 2007E 2008E 2009E 2010E 2011E 2012E Beginning Facilities 59 69 69 69 69 69 Plus: Named Developments 4 — — — — - Plus: Acquisitions 3 — — — — - Plus: De Novos 7 — — — — - Less: Divestitures/Closings (4) — — — — - Ending Facilities 69 69 69 69 69 69 CapEx (inc. Buy-ups) ($M) ($ 56.4) $ 0.0 $0.0 ($ 42.7) ( $6.9) $ 0.0 Saturn Growth Case Business Development Budget as Projected Adjusted 2007E 2008E 2009E 2010E 2011E 2012E Beginning Facilities 59 69 76 83 90 97 Plus: Named Developments 4 — — — — - Plus: Acquisitions 3 3 3 3 3 3 Plus: De Novos 7 4 4 4 4 4 Less: Divestitures/Closings (4) — — — — - Ending Facilities 69 76 83 90 97 104 CapEx (inc. Buy-ups) ($M) ($ 56.4) ($ 31.4) ($ 31.4) ($ 78.7) ($ 42.9) ($ 36.0)

CONFIDENTIAL 18

Project Saturn

Summary of Saturn Management Model Cases

Management Model Key Income Statement Items by Case ($ in millions)

Budget as Adjusted            Pro Forma            Projected Fiscal Years Ending December 31, CAGR 2007E 2007E 2008E 2009E 2010E 2011E 2012E ‘07E(1)-’12E Revenue $ $347.7 $372.7 $ $391.2 $408.1 $ $449.5 $483.0 $ $507.1 7.8 % % Growth 15.3% 5.0% 4.3% 10.1% 7.5% 5.0% Operating Expenses $ $260.7 $277.7 $ $290.3 $303.0 $ $332.5 $356.1 $ $373.9 7.5 % and G&A Base      % of Revenue 75.0% 74.5% 74.2% 74.2% 74.0 % 73.7% 73.7% Case EBITDA-MI $ 58.3 $ 64.6 $ 67.6 $ 70.4 $78.7 $ 85.1 $ 89.1 8.9 % % Margin 16.8% 17.3% 17.3% 17.2% 17.5 % 17.6% 17.6% EPS $ 0.91 $ 1.06 $ 1.11 $ 1.23 $1.43 $ 1.58 $ 1.72 13.7 % % Growth 7.5% 4.5% 10.5% 16.4% 10.9% 8.6% Revenue $ $347.7 $372.7 $ $404.1 $447.9 $ $524.7 $595.5 $ $659.0 13.6 % % Growth 15.3% 7.2% 8.4% 10.8% 17.1% 13.5% 10.7% Operating Expenses $ $260.7 $277.7 $ $299.6 $330.5 $ $383.5 $431.8 $ $475.7 12.8 % and G&A Growth      % of Revenue 75.0% 74.5% 74.1% 73.8% 73.1 % 72.5% 72.2% Case EBITDA-MI $ 58.3 $ 64.6 $ 70.6 $ 80.7 $98.4 $114.8 $ $129.4 17.3 % % of Revenue 16.8% 17.3% 17.5% 18.0% 18.8 % 19.3% 19.6% EPS $ 0.91 $ 1.06 $ 1.14 $ 1.37 $1.73 $ 2.05 $ 2.38 21.4 % % Growth 7.5% 7.7% 20.1% 26.1% 18.6% 16.1%

Source: Saturn Management.

(1) Represents 2007E Budget as Adjusted.

CONFIDENTIAL 19

Project Saturn

Review of Saturn Wall Street Research Projections

Selected Wall Street Research Estimates ($ in millions, except per share data)

Selected Wall Street Research            Management Model(1) Deutsche            Jefferies & Merrill            Stifel Credit Suisse            Bank            Company            Lynch            Nicolaus            Piper Jaffray            RBC Capital   & nbsp;        Base            Growth 02/22/07 02/22/07 02/22/07 02/23/07 02/23/07 02/26/07 03/15/07 Average            Case            Case Revenue: 2007E $ $329.2 $350.4 $ $337.5 $335.1 $ $333.8 $334.3 $ $335.4 $336.5 $ $347.7 $347.7 2008E 351.7 406.6 361.8 372.9 365.5 373.8 373.5 372.3 391.2 404.1 2009E            NA 460.0 NA 396.7 NA            NA            NA 428.4 408.1 447.9 Operating Expenses & G&A(2) 2007E $ $245.0 $263.7 $ $251.2 $252.3 $ $251.5 $252.1 $ $252.0 $252.5 $ $260.7 $260.7 2008E 257.2 302.6 268.1 281.1 275.1 281.4 280.0 277.9 290.3 299.6 2009E            NA 338.4 NA 296.4 NA            NA            NA 317.4 303.0 330.5 EBITDA-MI 2007E $ 57.2 $ 58.6 $ 56.2 $ 57.0 $ 56.0 $ 56.6 $ 56.6 $ 56.9 $ 58.3 $ 58.3 2008E 64.3 71.2 61.8 62.8 61.8 63.7 64.1 64.2 67.6 70.6 2009E            NA 83.4 NA 69.4 NA            NA            NA 76.4 70.4 80.7 EPS 2007E $ 0.93 $ 0.92 $ 0.92 $ 0.93 $ 0.93 $ 0.95 $ 0.95 $ 0.93 $ 0.91 $ 0.91 2008E 1.07 1.13 1.04 1.05 1.07 1.12 1.09 1.08 1.11 1.14 2009E            NA 1.34 NA 1.17 NA            NA            NA 1.26 1.23 1.37

(1) Management Model for 2007E represents 2007E Budget as Adjusted.

(2) Includes operating expenses, corporate general and administrative expense and stock-based compensation expense.

CONFIDENTIAL 20

Project Saturn

Management Model Comparison to October Model

Management Model vs. October Model ($ in millions)

Current Model            October Model Base            Growth            Base            Moderate            Growth Case            Case            Case            Case            Case Standalone Revenue(1) Standalone Revenue(1) 2007E Budget as Adjusted $ $347.7 $ $347.7 2007E $ $356.5 $ $356.5 $ $356.5 2011E 483.0 483.0 2011E 483.4 483.4 483.4 CAGR 8.6% 8.6 % CAGR 7.9% 7.9% 7.9% Generic De            Generic De Novos/Acquisitions            Novos/Acquisitions 2007E Budget as Adjusted $ 0.0 $0.0 2007E $ 0.0 $ 0.0 $ 21.4 2011E — 112.5 2011E — 105.7 184.2 Total Revenue            Total Revenue 2007E Budget as Adjusted $ $347.7 $ $347.7 2007E $ $356.5 $ $356.5 $ $378.0 2011E 483.0 595.5 2011E 483.4 589.1 667.6 CAGR 8.6% 14.4% CAGR 7.9% 13.4% 15.3% EBITDA-MI(2) EBITDA-MI(2) 2007E Budget as Adjusted $ $ 58.3 $ $58.3 2007E $ $ 59.9 $ $ 59.9 $ 64.6 2011E 85.1 114.8 2011E 84.1 108.4 123.6 CAGR 9.9% 18.5% CAGR 8.8% 16.0% 17.6% EPS(2) EPS(2) 2007E Budget as Adjusted $ $ 0.91 $ $0.91 2007E $ $ 1.03 $ $ 1.03 $ 1.12 2011E 1.58 2.05 2011E 1.70 2.11 2.37 CAGR 15.8% 22.7 % CAGR 13.3% 19.7% 20.9%

(1) Includes Greenville, Durango, in progress new developments, and contractual buy-ups.

(2) After stock-based compensation. October Model assumes $4.5 million of annual stock-based compensation taxed at marginal rate of ~36%.

CONFIDENTIAL 21

Section 3

Valuation Analysis

Project Saturn

Summary Implied Saturn Valuation

Equity Value Per Share

(1) As of the market close on April 20, 2007.

CONFIDENTIAL 22

Section 3-A

Discounted Cash Flow Analysis

Project Saturn

Saturn Discounted Cash Flow Analysis

Management Model Base Case (1) Equity Value Per Share(3) Discount            Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5x 9.5x 10.5x 11.0% $18.06 $20.17 $ 22.23 12.0 17.00 19.03 21.00 13.0 16.00 17.94 19.84 Implied Perpetual Growth in Free Cash Flow Discount            Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5x 9.5x 10.5x 11.0% 4.6% 5.2% 5.7% 12.0 5.5 6.1 6.7 13.0 6.4 7.1 7.6

Management Model Growth Case (2) Equity Value Per Share(3) Discount            Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5x 9.5x 10.5x 11.0% $22.17 $25.14 $28.08 12.0 20.85 23.69 26.48 13.0 19.60 22.30 24.98 Implied Perpetual Growth in Free Cash Flow Discount            Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5x 9.5x 10.5x 11.0% 4.9% 5.5% 6.0% 12.0 5.8 6.4 6.9 13.0 6.7 7.4 7.9

In the Discounted Cash Flow Analysis, future free cash flows and the terminal value are discounted back to present value at March 31, 2007

For a detailed review of assumptions underlying Discounted Cash Flow analysis, please see Appendix A

(1) Represents Management Model Base Case, which assumes no new development activity in 2008E-2012E and as described and shown on pages 15 and 16. (2) Represents Management Model Growth Case, which assumes new development activity in 2008E-2012E and as described and shown on pages 15 and 17.

(3) Equity value per share is calculated by taking the enterprise value implied by the discounted cash flow analysis, subtracting estimated debt at March 31, 2007 of $133.3 million, adding estimated cash at March 31, 2007 of $26.9 million and dividing by diluted shares utilizing the treasury stock method.

CONFIDENTIAL 23

Project Saturn

Saturn WACC Calculation: Beta Analysis

We have reviewed the historical Bloomberg betas as well as the predicted Barra betas for each of Saturn and its comparables and have noted wide variations, in particular between the historical Bloomberg beta for Saturn and the other measures

Saturn historical Bloomberg beta of 1.220 (2-yr weekly) compares to Saturn predicted Barra beta of 0.664

For comparables, historical Bloomberg betas range from 0.540 to 0.720 (2-yr weekly) and predicted Barra betas range from 0.408 to 0.775

We have also analyzed, as shown in the graphs on the following page, the changes over time in historical Bloomberg betas and predicted Barra betas for Saturn and USPI, which we believe to be the closest comparable

Historical Bloomberg betas have ranged from ~1.2 to ~1.5 for Saturn and from ~0.6 to ~1.2 for USPI since the end of 2004 (2-yr weekly)

While predicted Barra betas have generally been lower than the historical measures for both companies, we note that the predicted betas for both companies increased significantly in the second half of 2006 (~0.85 to 1.00)

The increase in predicted betas in 2H:06 could be attributable to the increasing business and regulatory pressures confronting the ASC industry sector including concerns over “out-of-network” payment arrangements, margin pressures from increasing cost of supplies and evolving legislative/regulatory issues

While the predicted Barra betas for Saturn and USPI have declined since 4Q06, we believe the business and industry uncertainties are ongoing

We also note that the financial advisor to the Special Committee of USPI utilized a levered beta range of 1.40 to 1.70 in analyzing the WACC for USPI in its presentation to the Board of Directors dated January 7, 2007 as filed with the SEC

Based on the aforementioned factors and considerations, we believe a range of unlevered betas from 0.65 to 1.00 is reasonable

CONFIDENTIAL 24

Project Saturn

Historical & Predicted Beta Trends: Saturn and USPI

Saturn

USPI

Source: Bloomberg and Barra.

CONFIDENTIAL 25

Project Saturn

Saturn Weighted Average Cost of Capital Calculations

Illustrative WACC Calculation Beta Determination ($ in millions)

Equity Risk Premium            Total Low            High            Historical            Predicted            Market            Debt            Unlevered Beta (1) Equity Risk Premium (Rm — Rf) 5.00 % 7.13 % Adjusted Beta(2) Levered            Value of & Pref            Leverage Ratios            Historical Adj Beta Multiply by: Saturn Levered Beta 1.014 1.014 Company 2 Years 5 Years            Beta(3) Equity(4) Stock            D/E            D/(D+E) 2 Years 5 Years            Barra Adjusted Equity Risk Premium 5.07 % 7.23 % 4.85 4.85 Saturn 1.220 1.180 0.664 $ 437 $133 30.5% 23.4% 1.029 0.995 0.560 Add: Risk-Free Rate of Return (Rf) Potential Size Premium 3.88 3.88 Tier 1 Comps Cost of Equity—Saturn 13.79 % 15.95 % AmSurg 0.720 0.610 0.408 $ 780 $169 21.7% 17.8% 0.637 0.540 0.361 Multiply by: Saturn E/(D+E) 77.5 77.5 United Surgical 0.650 1.180 0.651 1,310 347 26.5 21.0 0.557 1.011 0.558 Cost of Equity Portion 10.7 % 12.4 % Tier 1 Mean 0.685 0.895 0.530 $ $1,045 $258 24.1% 19.4% 0.597 0.776 0.460 Cost of Debt (Kd)—Saturn 6.60 % 6.60 % Assumed Tax Rate 39.0 39.0 Tear 1 Median 0.685 0.895 0.530 1,043 258 24.1 19.4 0.597 0.776 0.460 After-Tax Cost of Debt 4.03 % 4.03 % Tier 2 Comps Multiply by: Saturn D/(D+E) 22.5 22.5 Medcath 0.540 0.830 0.775 $ 660 $265 40.1% 28.6% 0.435 0.669 0.625 Cost of Debt Portion 0.91 % 0.91 % Novamed 0.680 0.580 0.528 177 71 40.0 28.6 0.548 0.468 0.426 WACC—Saturn 11.6 % 13.3 % Tier 2 Mean 0.610 0.705 0.652 $ 418 $168 40.1% 28.6% 0.492 0.568 0.525 Tier 2 Median 0.610 0.705 0.652 418 168 40.1 28.6 0.492 0.568 0.525 Overall Mean 0.762 0.876 0.605 $ 673 $197 31.8% 23.9% 0.641 0.737 0.506 Key Assumptions            Overall Median 0.680 0.830 0.651 660 169 30.5 23.4 0.557 0.669 0.558 Saturn Unlevered Beta (Average of Historical and Predicted) 0.861 Equity Risk Premium (Rm — Rf) 5.00-7.13%(5)(6) Target Debt/Equity Ratio (Translates to Debt/Total Capital ratio of 22.5%) 29.0 % Risk-Free Rate of Return (Rf)(7) 4.85 6.60 Saturn Levered Beta(8) 1.014 Assumed Cost of Debt (Kd) Assumed Tax Rate 39.0

(1) Unlevered Beta = Levered Beta/[ 1 + ((D/E) * (1-T))].

(2) Source: Based on Bloomberg adjusted beta for the past two and five years on a weekly basis. Since Saturn has only been public since February 6, 2004, five year Bloomberg beta represents historical beta since IPO date.

(3) Source: Barra beta as of March 30, 2007.

(4) Equity values based on closing prices as of April 20, 2007.

(5) Reflects Bear Stearns’ judgmental synthesis of various academic views and financial and market perspectives, including (a) the current supply-side model expected equity risk premium (i.e., 6.35%) and the current long-term historical geometric average equity risk premium (i.e., 5.12%) per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook, (b) the recommended prospective long-term arithmetic average equity risk premium (i.e., 4.50-5.00%) per Dimson, Marsh and Staunton’s “The Worldwide Equity Premium: A Smaller Puzzle” and Triumph of the Optimists, (c) the recommended expected arithmetic equity risk premium (i.e., 3.50%-7.00%, as adjusted) per Brealey, Myers and Allen’s Principles of Corporate Finance (Eighth Edition), (d) the recommended expected arithmetic equity risk premium (i.e., 5.00%, with a range of 3.50%-6.00%) per Brigham and Ehrhardt’s Financial Management: Theory and Practice (Eleventh Edition) and (e) a survey of the current practices of our competitors as well as other academic and practitioner points of view. (6) Represents current long-term historical arithmetic average equity risk premium per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook. (7) Source: Bloomberg. Equal to the interpolated yield on the 20-year US Treasury bond as of April 14, 2007.

(8) Levered Beta = Unlevered Beta * [ 1 + ((D/E) * (1-T))].

CONFIDENTIAL 26

Project Saturn

Saturn WACC Sensitivity Analysis

WACC Sensitivity Analysis—5.00% Equity Risk Premium(1)

Assumed            Unlevered Beta Debt/Cap 0.650 0.700 0.750 0.800 0.850 0.900 0.950 1.000 15.0% 11.3% 11.5% 11.8% 12.0% 12.3% 12.5% 12.8% 13.0% 20.0 10.8 11.1 11.3 11.6 11.8 12.0 12.3 12.5 22.5 10.6 10.9 11.1 11.3 11.5 11.8 12.0 12.2 25.0 10.4 10.6 10.9 11.1 11.3 11.5 11.7 12.0 30.0 10.0 10.2 10.4 10.6 10.8 11.0 11.2 11.4 WACC Sensitivity Analysis—7.13% Equity Risk Premium(2) Assumed            Unlevered Beta Debt/Cap 0.650 0.700 0.750 0.800 0.850 0.900 0.950 1.000 15.0% 12.4% 12.7% 13.1% 13.4% 13.7% 14.1% 14.4% 14.7% 20.0 12.1 12.4 12.7 13.0 13.4 13.7 14.0 14.4 22.5 11.9 12.2 12.5 12.9 13.2 13.5 13.8 14.2 25.0 11.7 12.1 12.4 12.7 13.0 13.3 13.7 14.0 30.0 11.4 11.7 12.0 12.4 12.7 13.0 13.3 13.6

(1) Reflects Bear Stearns’ judgmental synthesis of various academic views and financial and market perspectives, including (a) the current supply-side model expected equity risk premium (i.e., 6.35%) and the current long-term historical geometric average equity risk premium (i.e., 5.12%) per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook, (b) the recommended prospective long-term arithmetic average equity risk premium (i.e., 4.50-5.00%) per Dimson, Marsh and Staunton’s “The Worldwide Equity Premium: A Smaller Puzzle” and Triumph of the Optimists, (c) the recommended expected arithmetic equity risk premium (i.e., 3.50%-7.00%, as adjusted) per Brealey, Myers and Allen’s Principles of Corporate Finance (Eighth Edition), (d) the recommended expected arithmetic equity risk premium (i.e., 5.00%, with a range of 3.50%-6.00%) per Brigham and Ehrhardt’s Financial Management: Theory and Practice (Eleventh Edition) and (e) a survey of the current practices of our competitors as well as other academic and practitioner points of view. (2) Represents current long-term historical arithmetic average equity risk premium per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook.

CONFIDENTIAL 27

Section 3-B

Comparable Company Analysis

Project Saturn

Ambulatory Surgery Center Market Landscape

The US ambulatory surgery center market is characterized by multi-specialty centers, predominantly owned and operated by private independents.

Specialty Focus ASC Fragmented Ownership

N = 4,954

Key Players Overview

Company ASCs

AmSurg(1) 163 HealthSouth 144 United Surgical Partners, Intl.(2) 135 HCA, Inc. 107 Saturn 59 NovaMed 37

Total Key Players 645

Key Players Proportion

N = 4,954

Source: Selected industry research reports and company filings.

(1) Pro Forma for majority interest acquired in 7 surgery centers in January 2007.

(2) Pro Forma for interest acquired in 3 facilities in St. Louis and opening 3 facilities in California in February 2007.

CONFIDENTIAL 28

Project Saturn

Comparable Company Universe Selection

Potential Saturn Business Comparables

US Short-Stay Facilities(1) Specialties            Payor Mix Surgical (% 2006 Top Case (% 2006 Primary Company            ASCs            Hospitals            States            Mix) Gov’t) Business 163 — 32 GI (75%) 35% ASCs AmSurg            Ophthalmic (18%) 144 3 35 Multi (NA) 22% Ambulatory Surgery & HealthSouth Rehabilitative HC Services 135 10 26 Multi 28% ASCs - -Ortho (21%) United Surgical - -Pain Mgmt (18%) Partners, Intl. - -GI (17%) 107 — 20 Multi (NA) NA            Acute Care Hospitals HCA, Inc. 37 — 18 Ophthalmic (71%) 38% ASCs Novamed — 11 8 Cardiac Surgery 49% Surgical MedCath (100%) Hospitals 59 4 ASCs 23 Multi 19 ASCs with -GI (25%) Saturn hospital -Ortho (17%) licenses -Pain Mgmt (16%)

Comments

Less intensive procedures require lower capital investment in facility and lead to higher margins (lower variable costs)

High proportion of older patients; susceptible to government payor

Large network of ASCs; result of several acquisitions in late 1990s

Represents ~25% of total revenues

On March 26, 2007, HealthSouth’s surgery centers were acquired by Texas Pacific Group

78 of 135 US based short-stay facilities are jointly-owned with major not-for-profit healthcare systems

JVs provide benefit with branding, physician recruitment and payor arrangements

On January 8, 2007, USPI was acquired by Welsh Carson

>$24 billion in total revenue; primary focus is general, acute hospitals and psychiatric hospitals (182 facilities worldwide)

On July 24, 2006, HCA was acquired by a consortium of sponsors including Bain and KKR

Focus has been on single specialty — primarily cataract surgery

Expanding specialties via ASC acquisitions and physician recruitment

10 of 37 facilities offer non-ophthalmic procedures

High proportion of older patients; susceptible to government payor

Single-specialty cardiac surgical hospitals licensed for overnight stays

Larger facility investment, longer development time

Moratorium on physician ownership lifted has reduced overhang

Focused on broad number of high margin specialties and reliable payors — particularly low reliance on government

Holds majority stakes in ~75% of owned facilities

Strategic partnerships with 8 regional healthcare systems

Source: Company filings and selected Wall Street research.

(1) Short-stay facilities are defined as ambulatory surgery centers and surgical hospitals. An ambulatory surgery center is licensed to perform certain outpatient procedures, while a surgical hospital is licensed and equipped to accommodate procedures that require an overnight stay.

CONFIDENTIAL 29

Project Saturn

Selected Comparable Companies

Upon consideration of operational and business mix factors that may impact valuation, we refined our universe of potential Saturn comparable companies.

Excluded Companies

Rationale

Focus on acute care hospital space

Recently determined that ASC business is non-core and divested it to Texas Pacific Group

Focus on acute care hospital space

Given relative size and contribution, HCA’s ASC business is not a meaningful contributor or factor in HCA’s valuation story

Recently taken private by a consortium of financial sponsors including Bain and KKR

Selected Comparable Companies

Company Primary Secondary Rationale

Multi-specialty pure play in short-stay facility space (operates mainly ASCs, but also operates several surgical hospitals)

Most similar to Saturn in terms of case mix and payor mix

Top specialties in terms of case mix for both USPI and Saturn include: orthopedic, pain management and GI

Lower exposure to government payors

Diversified mix of business results in less susceptibility to sweeping changes in reimbursement rates and/or payor behavior with respect to certain procedures

Valuation based on stock price one day prior to being acquired by Welsh Carson on January 8, 2007

From a life-cycle perspective, AmSurg is a maturing, established player in the space, albeit, primarily single-specialty focused

Historically, pursued a single-specialty strategy, but recently began an effort to expand its specialty offerings through acquisition and physician recruitment

Smaller player that is earlier on the growth curve with high growth ambitions

Smaller player, single-specialty cardiac surgical hospital operator

Surgical hospital focus is yielding higher growth opportunities given the recent expiration of the moratorium on physician ownership

CONFIDENTIAL 30

Project Saturn

Equity Comparable Company Benchmarking

Enterprise Value/2006A EBITDA

Enterprise Value/2007E EBITDA

Source: Selected Wall Street research and Company filings.

(1) We note that United Surgical Partners valuation is based on the closing stock price on January 5, 2007, the latest unaffected price prior to Welsh Carson’s acquisition on January 8, 2007. (2) Saturn enterprise value at market based on April 20, 2007 closing price of $19.73. (3) Represents Budget as Adjusted.

CONFIDENTIAL 31

Project Saturn

Equity Comparable Company Benchmarking (cont.)

Price/2007E Earnings Per Share

Price/2007E Earnings Per Share/Growth

Source: Selected Wall Street research and Company filings. (1) Represents Budget as Adjusted.

(2) We note that United Surgical Partners valuation is based on the closing stock price on January 5, 2007, the latest unaffected price prior to Welsh Carson’s acquisition on January 8, 2007. (3) Saturn enterprise value at market based on April 20, 2007 closing price of $19.73.

CONFIDENTIAL 32

Project Saturn

Comparable Company Analysis

Summary Valuation Metrics ($ in millions, except per share data)

Stock Price 52-Week            Equity            Enterprise            Revenue            EBITDA-MI            P/E            P/E/G Company 4/20/07 High            Value            Value            CY06A            CY07E            CY08E            CY06A             CY07E            CY08E            CY07E            CY08E 2007E Primary: United Surgical Partners(1) $27.39 69.8 % $ $1,310 $ $1,626 2.96x 2.73 x 2.57 x 11.5 x 10.1x 9.2x 21.7x 18.9x 1.24x AmSurg 25.24 93.8 % 780 929 2.11 1.87 1.69 10.6 9.4 8.7 17.9 17.3 1.19 Secondary: MedCath Corp. $30.41 93.3 % $ 660 $ 751 1.07 x 1.01 x 0.84x 9.7x 7.8x 6.5x 29.2 x 20.5 x 1.46 x Novamed 6.72 78.1 177 244 2.39 1.86 1.54 16.3 11.0 8.7 22.4 17.7 0.90 Harmonic Mean 1.85 x 1.65 x 1.42 x 11.6x 9.4x 8.1x 22.1x 18.5x 1.16x High 2.96 2.73 2.57 16.3 11.0 9.2 29.2 20.6 1.46 Low 1.07 1.01 0.84 9.7 7.8 6.5 17.9 17.3 0.90 Saturn @ Market Wall Street $19.73 82.4 % $ 437 $ 544 1.91 x 1.71 x 1.55 x 10.8 x 9.6 x 8.5 x 21.2 x 18.4 x 1.31 x Base Case 1.91 1.66 1.47 10.8 9.3 8.9 21.8 17.8 1.72 Growth Case 1.91 1.66 1.43 10.8 9.3 9.0 21.8 17.3 1.72 Saturn @ $ 22.35 Wall Street $22.35 93.4 % $ 500 $ 606 2.12 x 1.90 x 1.72 x 12.0 x 10.6 x 9.4 x 24.0 x 20.9 x 1.48 x Base Case(2) 2.12 1.84 1.63 12.0 10.4 9.8 24.7 20.1 1.95 Growth 2.12 1.84 1.58 12.0 10.4 9.8 24.7 19.5 1.95

Source: Comparable company information based on latest available public filings and selected Wall Street equity research. Note: Based on closing stock prices as of April 20, 2007. (1) Based on closing stock price on January 5, 2007, prior to deal announcement. (2) Base and Growth Case enterprise value in 2008E includes acquisition spend of $56.4 million and $87.8 million, respectively. (3) Includes Balance Sheet Minority Interest.

CONFIDENTIAL 33

Project Saturn

Comparable Company Analysis (cont.)

Summary Operating Data and Statistics ($ in millions)

Revenue            EBITDA-MI            Revenue Growth            EBITDA-MI Margin            CAGR 2006-2008 Company            CY06A            CY07E            CY08E            CY06A            CY07E            CY08E       & nbsp;    CY07E            CY08E            CY06A            CY07E            CY08E            Revenue            EBITDA-MI Primary: United Surgical $573.0 $622.0 $662.0 $ $141.9 $161.5 $177.0 8.6% 6.4% 24.8% 26.0% 26.7% 7.5% 11.7% Amsurg Corp. 464.6 524.4 579.4 87.4 98.7 106.9 12.9 10.5 18.8 18.8 18.4 11.7 10.6 Secondary: Medcath Corp. 718.3 760.3 918.8 77.6 96.4 116.0 5.8 % 20.9 % 10.8% 12.7 % 12.6 % 13.1 % 22.3 % Novamed, Inc. 108.4 138.9 168.0 15.0 22.2 28.0 28.1 21.0 13.8 16.0 16.7 24.5 36.6 Mean 15.0 % 15.4 % 16.1 % 17.5 % 17.8 % 15.3 % 22.2 % High 28.1 21.4 24.8 26.0 26.7 24.5 36.6 Low 5.8 6.4 10.8 12.7 12.6 7.5 9.7 Saturn: Wall Street $301.5 $336.5 $372.3 $ 50.3 $56.9 $ 64.2 11.6 % 10.6 % 16.7 % 16.9 % 17.3 % 11.1 % 13.0 % Base Case 301.5 347.7 391.2 50.3 58.3 67.6 15.3 12.5 16.7 16.8 17.3 13.9 15.9 Growth Case 301.5 347.7 404.1 50.3 58.3 70.6 15.3 16.2 16.7 16.8 17.5 15.8 18.4

Source: Comparable company information based on latest available public filings and selected Wall Street equity research.

CONFIDENTIAL 34

Project Saturn

Analysis of Forward P/E Multiples and Projected Growth Rates

NTM P/E Multiples Since Saturn IPO

Source: FactSet research system as of April 20, 2007. (1) Based on IBES consensus estimates.

CONFIDENTIAL 35

Section 3-C

Precedent M&A Transactions Analysis

Project Saturn

Precedent Transactions: Short-Stay Surgical Facilities

($ in millions) Date            Equity            Enterprise            Enterprise Value/EBITDA            P/E Announced            Target/Acquiror            Value            Value            LTM            CY            CY+1 LTM    &nbs p;       CY            CY+1 03/26/07 Healthsouth Surgery $ 928 $ 945 10.1x 9.1x 8.5x            NA            NA            NA Division/Texas Pacific 01/07/07 USPI/Welsh Carson 1,492 1,807 12.7 11.1 10.2 28.6 x 24.7 x 21.4 x 01/30/06 Surgis, Inc./USPI 157 196 13.9 10.3 NA 44.5 NA            NA 01/30.06 Surgis, Inc./USPI (Adjusted)(1) 157 196 10.2 8.2 NA 23.3 NA            NA 07/29/04 USPI—Spanish Subsidiary/Mercapital 192 253 11.4 9.0 NA 31.4 NA            NA Harmonic Mean 11.9 x 9.8 x 9.3 x 33.6 x 24.7 x 21.4 x High 13.9 11.1 10.2 44.5 24.7 21.4 Low 10.1 9.0 8.5 28.6 24.7 21.4

Note: Forward multiples based on selected Wall Street research.

(1) Represents synergized multiples which include $5.0 million of cost savings. Excluded from harmonic mean.

CONFIDENTIAL 36

Project Saturn

Saturn Implied Valuation

Based on Premium Paid and Multiple Implied in USPI and HS Transaction ($ and shares in millions)

SATURN            USPI            HLS Proposed            Purchase            Purchase Transaction            Implied Valuation @ Price            Price Price Per Share $ $22.35 $ $21.50 $ $22.00 $ $22.25 $ $ 31.05 NA Premium to Current 13.3% 9.0% 11.5% 12.8% 13.4% NA Net Equity Value $ $499.6 $ $479.4 $ $491.3 $ $497.2 $ $1,491.5 NA Add: Long Term Debt(1) 133.3 133.3 133.3 133.3 347.3 NA Less: Cash & Cash Equivalents(1) (26.9 ) (26.9) (26.9 ) (26.9 ) (31.7) NA Enterprise Value $ $606.0 $ $585.8 $ $597.7 $ $603.6 $ $1,807.1 $ $945.0 2007 Acquisition Spend $56.4 $ 56.4 $56.4 $56.4 $ 60.0 $ 0.0 EBITDA-MI Multiples 2006A 12.0 x 11.6 x 11.9 x 12.0 x 12.7 x 10.1 x 2006A Pro Forma 11.5 11.1 11.4 11.5 12.0 10.1 2007E 10.4 10.1 10.3 10.4 11.1 9.1 2007E Pro Forma 10.3 9.9 10.1 10.2 11.0 9.1 EBITDA-MI/Multiple to Growth Rate 2006A Pro Forma 1.25 x 1.21 x 1.23 x 1.25 x 1.09 x 1.13 x 2007E Budget as Adjusted 1.13 1.09 1.11 1.12 1.00 1.02 P/E Multiples 2006A 26.5 x 25.5 x 26.1 x 26.4 x 28.8 x            NA 2007E Budget as Adjusted 24.7 23.8 24.3 24.6 24.4 NA P/E/Multiple to Growth Rate 2006A 2.09 x 2.01 x 2.06 x 2.08 x 1.87 x            NA 2007E Budget as Adjusted 1.95 1.87 1.92 1.94 1.59 NA

Source: Saturn estimates per Saturn Management Model. HealthSouth estimates per 10K and selected Wall Street research. USPI EBITDA-MI estimates based on selected Wall Street research. (1) Debt and cash as of December 31, 2006 for United Surgical and as of March 31, 2007 for Saturn. (2) Multiple to Growth rate for Saturn based on growth rate from 2006 to 2012 and 2006 to 2011 for USPI.

CONFIDENTIAL 37

Project Saturn

Recent ASC Precedent Transactions

Healthsouth ($ in millions)

Acquiror: Texas Pacific Group Equity Value: $928 Target: Healthsouth Surgery Division Enterprise Value: 945

Announced: 03/26/07

Acquired at 10.1x last twelve months EBITDA-MI of $93.3 million

Initially expected to fetch between $900-$1,100 million; however, deal announced at lower end of the range Corporate G&A of approximately 3% of revenue

Healthsouth 2006A 2007E EBITDA-MI (Pre G&A) $115.4 $125.9 Corporate G&A(1) 22.1 22.6 EBITDA-MI (Post G&A) $ 93.3 $103.3 EV/EBITDA 10.1x 9.1 x

USPI ($ in millions)

Acquiror: Welsh Carson Equity Value: $1,492

Target: United Surgical Partners Enterprise Value: 1,807

Announced: 01/07/07

Acquired at 12.7x last twelve months actual EBITDA-MI of $141.9 million

Represents second time Welsh Carson has privately owned USPI

EBITDA-MI $141.9 $162.9 EV/EBITDA 12.7 x 11.1 x

Source: Company filings and selected Wall Street equity research.

CONFIDENTIAL 38

Project Saturn

Recent ASC Precedent Transactions (cont.)

Surgis, Inc. ($ in millions)

Acquiror: United Surgical Partners Equity Value: $156.6

Target: Surgis, Inc. Enterprise Value: 200.0 Announced: 01/30/06 Adjusted EV: 195.8

Acquired at 13.9x last twelve months EBITDA-MI of $14.1 million

Corporate G&A of $10 million of which USPI expected to realize 50% in synergies

Synergized purchase multiple of 10.2x LTM EBITDA-MI, assuming $5.0

Surgis, Inc. LTM Actual            LTM Adjusted EBITDA-MI (Before G&A) $24.1 $24.1 Corporate G&A 10.1 5.0 EBITDA-MI (After G&A) $14.1 $19.1

USPI-Spanish Subsidiary ($ in millions)

Acquiror: Mercapital Equity Value: $191.5

Target: USPI—Spanish Subsidiary Enterprise Value: 260.0

Announced: 07/29/04 Adjusted EV: 253.0

Acquired at 11.4x last twelve months EBITDA-MI of $22.3 million

Key player in emerging healthcare privatization shift in Spain; entity served 17% of the Spanish population

Growth in Spain’s private healthcare industry been driven in large part by an increase in the number of employers offering private insurance as a benefit to their employees

High-growth market opportunity

Source: Company filings and selected Wall Street equity research.

CONFIDENTIAL 39

Project Saturn

Other Precedent Transactions: AcuteCare Hospitals

Multi-Facility Healthcare Services Companies ($ in millions)

Date            Equity            Enterprise            Enterprise Value/EBITDA            P/E            Price/Earnings/Growth      &n bsp;     Target Announced            Target/Acquiror            Value            Value            LTM            CY            CY+1 LTM    &nbs p;       CY            CY+1 LTM            CY            CY+1 EPS LTG 03/19/07 Triad, Inc./Community Health $ 4,952 $ 6,449 9.8x 8.6x 7.6x 24.2x 21.2x 18.5x 2.69x 2.35x 2.05x 9.0% 07/24/06 HCA/Bain Capital, KKR and 21,170 32,098 8.1 7.8 7.7 19.7 17.7 16.5 2.90 2.60 2.43 6.8 Merrill Lynch 05/05/04 IASIS Healthcare Corp/Texas 738 1,302 8.1 7.3 NA 25.2 16.0 NA            NA            NA            NA            NA Pacific Group 10/19/00 Quorum Health Group 1,420 2,096 7.5 6.6 NA 24.8 18.4 NA 1.64 1.22 NA 15.1 Inc./Triad Hospitals 08/16/04 Province Healthcare 1,190 1,710 12.1 9.2 NA 25.3 19.8 NA 1.70 1.33 NA 14.9 Co./Lifepoint Hospitals 07/23/04 Vanguard Health 1,220 1,752 9.8 NA            NA 33.8 NA            NA            NA            NA            NA            NA System/Blackstone Group Harmonic Mean 9.0 x 7.8 x 7.7 x 24.9 x 18.4 x 17.4 x 2.09 x 1.68 x 2.23 x 11.5% High 12.1 9.2 7.7 33.8 21.2 18.5 2.90 2.60 2.43 15.1 Low 7.5 6.6 7.6 19.7 16.0 16.5 1.64 1.22 2.05 6.8

Note: Enterprise value before minority interest. Forward multiples based on selected Wall Street research.

CONFIDENTIAL 40

Section 4

Illustrative LBO Analysis

Project Saturn

Illustrative LBO Analysis: Management Base Case

Exit            Purchase Price Per Share Multiple $21.50 $22.00 $22.25 $22.35 8.0x 4.0 % 3.0 % 2.5 % 2.3% 9.0 9.1 8.1 7.5 7.3 10.0 13.5 12.4 11.8 11.6 11.0 17.3 16.1 15.6 15.4 Implied 2006PF Entry Multiple 11.1 x 11.4 x 11.5 x 11.5 x Premium 9.0% 11.5% 12.8% 13.3% 5-Year Cash Return Sensitivities (Exit 2011) Exit            Purchase Price Multiple $21.50 $22.00 $22.25 $22.35 8.0x 1.2 x 1.2 x 1.1 x 1.1 x 9.0 1.5 1.4 1.4 1.4 10.0 1.8 1.7 1.7 1.7 11.0 2.1 2.0 2.0 2.0 Implied 2006PF Entry Multiple 11.1 x 11.4 x 11.5 x 11.5 x Premium 9.0% 11.5% 12.8% 13.3%

5-Year IRR Return Sensitivities (Exit 2011)

Assumes $400.0 million of debt at closing, of which $133.3 million will be used to refinance existing debt

10% sponsor equity give up to management

Source: Management Model Base Case.

CONFIDENTIAL 41

Project Saturn

Illustrative LBO Analysis: Management Growth Case

5-Year IRR Return Sensitivities (Exit 2011)

Exit            Purchase Price Multiple $21.50 $22.00 $22.25 $22.35 8.0x 11.1% 10.0% 9.5% 9.3% 9.0 16.5 15.3 14.8 14.6 10.0 21.1 19.9 19.3 19.1 11.0 25.1 23.9 23.3 23.0 Implied 2006PF Entry Multiple 11.1 x 11.4 x 11.5 x 11.5 x Premium 9.0% 11.5% 12.8% 13.3% 5-Year Cash Return Sensitivities (Exit 2011) Exit            Purchase Price Multiple $21.50 $22.00 $22.25 $22.35 8.0x 1.6 x 1.6 x 1.5 x 1.5 x 9.0 2.1 2.0 1.9 1.9 10.0 2.5 2.4 2.3 2.3 11.0 2.9 2.8 2.7 2.7 Implied 2006PF Entry Multiple 11.1 x 11.4 x 11.5 x 11.5 x Premium 9.0% 11.5% 12.8% 13.3%

Assumes $400.0 million of debt at closing, of which $133.3 million will be used to refinance existing debt

10% sponsor equity give up to management

Source: Management Model Growth Case.

CONFIDENTIAL 42

Section 5

Potential Parties to Contact During Go-Shop Period

Project Saturn

Strategic Buyers

2007E Results Buyer            Revenue            Adj. EBITDA AmSurg $ 524 $ 99 USPI 622 162 1 HCA 27,071 4,143 Healthsouth/ 752 103 TPG Davita 760 96 Fresenius 8,500 1,625 Lifepoint 2,673 482 Hospitals Iasis            Private            Private Universal Health 4,710 532 MedCath 760 96 Novamed 139 22

($ in millions)

Comments

Second largest owner of ASCs; almost all GI centers

Continues to actively roll up surgery center properties; diversification opportunity

Demonstrated interest in surgical hospital business; provided indicative offer for NSH in 2005

Recently acquired by Welsh Carson and would have synergies particularly at the Corporate G&A level

Has expressed no interest in the past

Large player in the ASC market and currently owns over 100 ASCs in the U.S.

Acquired in July 2006 by a consortium of sponsors lead by Bain and KKR, the Company is more focused on divestitures than acquisitions with planned LBO

Large network of ASCs; 144 at December 31, 2006

Recently acquired by Texas Pacific Group

Leading player in the kidney dialysis market

Recently completed ~$1.8 refinancing of debt and can pay a higher premium to diversify revenues

Multi-facility-based dialysis centers

Similar operating dynamics as surgery center business; Saturn would be a diversification opportunity

Strong recent results; trading very close to 52-week high

New CEO, Bill Carpenter announced in June 2006

Privately held portfolio company of the Texas Pacific Group

Community-based acute-care hospital focus

Top-performing acute-care hospital stock in 2006

Currently owns 7 ASCs in the U.S.

Leader in cardiac specialty hospitals

Diversifying into Orthopedics may be an option

New CEO has been very acquisitive since joining in 2005

Too small to acquire Saturn independently; if partnered with a sponsor, may be an opportunity

Current valuation may be too expensive for a sponsor partnership

CONFIDENTIAL 43

Project Saturn

Financial Buyers

Financial Sponsor            Approx. Fund Size Court Square Capital $2,000 (fka Citigroup Venture Capital)

GTCR Golder Rauner, LLC 2,000

JLL Partners 1,500

J.W. Childs 1,750

Metalmark Capital 3,300

One Equity Partners 5,000

Onex 1,700

Summit Partners 3,000

TA Associates 3,500

Vestar Capital Partners 3,650

($ in millions)

Comments

Recently acquired Western Dental and is actively pursuing a health care services business

Current health care portfolio companies include Capella Healthcare, CompBenefits, Healthspring, Managed Health Care Associates and Trans Healthcare

Current investments include Medical Card System, IASIS Healthcare Group and Attentus Health

Recent investments include Cornerstone Healthcare Group, Insight Health Services, Sheridan Healthcare, and Universal Hospital Services

Health services investments include Vanguard Health Systems, Cross Country Healthcare, and SouthernCare

Portfolio companies include Apollo Hospitals, Oncology Therapeutics Networks and Quintiles Transnational

Portfolio companies include Emergency Medical Services, Skilled Healthcare Group, Center for Diagnostic Imaging and Res-Care

Portfolio companies include more than 16 properties in the health services sector

Focuses on technology, financial services, healthcare, consumer, and business services. Currently maintains investments in 24 health services-related businesses

Invests in industrial, consumer products, financial services, telecommunications, media, and healthcare companies. Previous portfolio companies include Essent Healthcare

CONFIDENTIAL 44

Project Saturn

Financial Buyers (cont.)

Financial Sponsor            Approx. Fund Size Advent International $3,300 Bear Stearns Merchant Banking 2,700 Diamond Castle Holdings 1,500 Kelso & Company 2,100 Liberty Partners 1,800 J.P. Morgan Partners 6,500 Oak Hill Capital Partners 2,500 Willis Stein & Partners 1,800 Lindsay Goldberg & Bessemer 2,040 Olympus Partners 758 Quad-C Management 850 Wind Point Partners 700

($ in millions)

Comments

Investments in the health services sector include Casa Reha (Germany), American Radiology Services and Long-Term Care Group

Has actively pursued a number of healthcare investments and maintains interest in the sector

Focuses on the energy and power, financial services, media and communications, healthcare, and other diversified industries

Invests in a variety of industries including general industrials, energy, pharmaceuticals and construction

Extensive list of portfolio companies in the health services sector including American Nursing Services, ConnectiCare, Healthx, Internet Healthcare Group, Lumenos, P.A.S.C., Precyse Solutions, Regulus Group and SmileCare

Active investor in health care services, including IASIS Healthcare, National Surgical Care and FHC Health Systems

Invests in several industry sectors including healthcare

Focuses in the media, business services, consumer products and services, health care, manufacturing, media and telecommunications industries. Current investments include Merit Health Systems

Invests in the sectors of basic manufacturing, commodity based manufacturing, financial and business services, and healthcare. Current investments include Vanguard Health Systems

Health services investments include AMN Healthcare and Club Staffing, Inc.

Invests in several industry sectors including healthcare

Focuses on the business services, consumer products, healthcare, and industrial products sectors including a current investment in Benchmark Medical

CONFIDENTIAL 45

Appendices

Appendix A

Supplemental Discounted Cash Flow Analysis Information

Project Saturn

Saturn DCF Analysis: Base Case

Free Cash Flow Model(1) ($ in millions, except per share data)

Projected 2007E 2008E 2009E 2010E 2011E 2012E Revenue $ 347.7 $ 391.2 $ 408.1 $ 449.5 $ 483.0 $ 507.1 % Growth 15.3% 12.5% 4.3% 10.1% 7.5% 5.0% EBITDA-MI Plan $58.3 $ 67.6 $ 70.4 $ 78.7 $ 85.1 $ 89.1 % Margin 16.8 % 17.3% 17.2% 17.5 % 17.6% 17.6% % Growth 15.7 16.1 4.1 11.7 8.2 4.8 Less: Depreciation & Amortization ( $16.7 ) ( $19.0 ) ($19.8) ( $21.6 ) ( $23.2 ) ( $24.3 ) EBIT-MI $41.5 $ 48.6 $ 50.6 $ 57.0 $ 61.9 $ 64.8 % Margin 11.9 % 12.4% 12.4% 12.7 % 12.8% 12.8% % Growth 12.4 17.2 4.0 12.8 8.5 4.7 Taxes ( $16.2 ) ( $19.0 ) ($19.7) ( $22.2 ) ( $24.1 ) ( $25.3 ) % Pre-Tax EBIT 39.0 % 39.0% 39.0% 39.0 % 39.0% 39.0% Unlevered Net Income $25.3 $ 29.7 $ 30.8 $ 34.8 $ 37.7 $ 39.5 Plus: Depreciation & Amortization 16.7 19.0 19.8 21.6 23.2 24.3 Plus: Stock Comp Amortization 4.8 5.1 5.3 5.6 5.9 6.2 Less: Capital Expenditures (74.1 ) (13.2) (14.3) (57.6 ) (23.1) (17.4) Plus: Proceeds from Minority Partners — 0.7 0.7 0.7 0.7 0.7 Less: Change in Working Capital (0.2 ) (1.7) (1.6) (4.3 ) (3.2) (2.3) Less: Estimated FCF Generated in Q1:07 (8.1 ) — — — — - Unlevered Free Cash Flow ( $35.5 ) $ 39.6 $ 40.9 $0.8 $ 41.3 $ 51.1 PV of Unlevered FCF ( $34.0 ) $ 34.4 $ 31.7 $0.5 $ 25.5 $ 28.2 Value Per Share ($        M, except per share            Assumptions ($ in millions) data) PV of 2007-2012 Cash Flows $ 86.3 16.4% Discount Rate 12.0% PV of Terminal Value 441.3 83.6 Terminal Multiple of Trailing EBITDA 9.5 x Enterprise Value $ 527.5 100.0% Implied Trailing Unlevered Net Income Multiple 21.4 Plus: Cash(2) 26.9 Normalized FCF — End of 2012 $ 46.7 Less: Debt(2) (133.3 ) Equity Value $ 421.1 Terminal EBITDA $ 85.1 Net Fully Diluted Shares Outstanding 22.128 Multiple 9.5 x FV of Terminal Value $808.2 Equity Value Per Share $ 19.03 Implied Perpetual Growth Rate of Unlevered FCF 6.1%

(1) Based on Saturn Management Model Base Case (2) Estimated Cash and Debt at March 31, 2007.

CONFIDENTIAL 46

Project Saturn

Saturn DCF Analysis: Growth Case

Free Cash Flow Model(1) ($ in millions, except per share data) Projected 2007E 2008E 2009E 2010E 2011E 2012E Revenue $ 347.7 $ 404.1 $ 447.9 $ 524.7 $ 595.5 $ 659.0 % Growth 15.3 % 16.2 % 10.8% 17.1% 13.5% 10.7% EBITDA-MI Plan $ 58.3 $ 70.6 $ 80.7 $ 98.4 $ 114.8 $ 129.4 % Margin 16.8 % 17.5 % 18.0% 18.8% 19.3% 19.6% % Growth 15.7 21.1 14.3 22.0 16.7 12.7 Less: Depreciation & Amortization ($16.7 ) ($ 19.6 ) ($21.6) ($25.0) ($28.3) ($31.2) EBIT-MI $ 41.5 $ 50.9 $ 59.1 $ 73.4 $ 86.5 $ 98.2 % Margin 11.9 % 12.6 % 13.2% 14.0% 14.5% 14.9% % Growth 12.4 22.7 16.0 24.3 17.9 13.5 Taxes ($16.2 ) ($ 19.9 ) ($23.0) ($28.6) ($33.8) ($38.3) % Pre-Tax EBIT 39.0 % 39.0 % 39.0% 39.0% 39.0% 39.0% Unlevered Net Income $ 25.3 $ 31.1 $ 36.0 $ 44.8 $ 52.8 $ 59.9 Plus: Depreciation & Amortization 16.7 19.6 21.6 25.0 28.3 31.2 Plus: Stock Comp Amortization 4.8 5.1 5.3 5.6 5.9 6.2 Less: Capital Expenditures (74.1 ) (44.6 ) (46.1) (94.9) (61.6) (57.1) Plus: Proceeds from Minority Partners — 0.7 0.7 0.7 0.7 0.7 Less: Change in Working Capital (0.2 ) (2.9 ) (4.1) (7.7) (6.7) (6.1) Less: Estimated FCF Generated in Q1:07 (8.1 ) — — — — - Unlevered Free Cash Flow ($35.5 ) $ 9.0 $ 13.5 ($26.5) $ 19.4 $ 34.8 PV of Unlevered FCF ($34.0 ) $ 7.8 $ 10.4 ($18.3) $ 12.0 $ 19.2 p Value Per Share ($        M, except per share            Assumptions ($ in millions) data) PV of 2007-2012 Cash Flows ($2.9 ) (0.5%) Discount Rate 12.0% PV of Terminal Value 640.7 100.5 Terminal Multiple of Trailing EBITDA 9.5 x Enterprise Value $ 637.8 100.0 % Implied Trailing Unlevered Net Income Multiple 20.5 Plus: Cash(2) 26.9 Normalized FCF — End of 2012 $ 64.3 Less: Debt(2) (133.3 ) Equity Value $ 531.4 Terminal EBITDA $ 114.8 Net Fully Diluted Shares Outstanding 22.430 Multiple 9.5 x FV of Terminal Value $ $1,090.7 Equity Value Per Share $ 23.69 Implied Perpetual Growth Rate of Unlevered FCF 6.4%

(1) Based on Saturn Management Projections—Growth Model. (2) Estimated Cash and Debt at March 31, 2007.

CONFIDENTIAL 47

Appendix B

Weighted Average Cost Capital Supplemental Materials

Project Saturn

Historical Predicted & Barra Beta Analysis

Quarterly Barra Betas

Q4:04 Q1:05 Q2:05 Q3:05 Q4:05 Q1:06 Q2:06 Q3:06 Q4:06 Q1:07 AMSG 0.58 0.49 0.47 0.34 0.56 0.40 0.54 0.49 0.51 0.41 USPI 0.57 0.64 0.68 0.71 0.78 0.62 0.68 1.01 0.87 0.65 MDTH 0.67 0.65 0.77 0.67 0.70 0.83 0.99 0.83 0.74 0.78 NOVA 0.93 0.98 0.69 0.75 0.55 0.43 0.27 0.27 0.36 0.53 Average 0.69 0.69 0.65 0.62 0.65 0.57 0.62 0.65 0.62 0.59 Saturn 0.68 0.69 0.67 0.63 0.70 0.51 0.63 0.98 0.84 0.66

Historical 2-Year Weekly Betas

Q4:04 Q1:05 Q2:05 Q3:05 Q4:05 Q1:06 Q2:06 Q3:06 Q4:06 Q1:07 AMSG 0.53 0.60 0.62 0.68 0.77 0.69 0.64 0.69 0.47 0.68 USPI 0.78 1.14 1.11 1.21 1.15 0.95 1.00 0.77 0.67 0.64 MDTH 1.04 1.32 1.16 1.09 0.93 0.78 0.76 0.61 0.53 0.51 NOVA 0.65 0.56 0.60 1.01 0.98 0.86 0.80 0.80 0.72 0.68 Average 0.75 0.91 0.87 1.00 0.96 0.82 0.80 0.72 0.60 0.63 Saturn            NA            NA            NA            NA 1.30 1.35 1.43 1.49 1.26 1.26 Historical 5-Year Weekly Betas Q4:04 Q1:05 Q2:05 Q3:05 Q4:05 Q1:06 Q2:06 Q3:06 Q4:06 Q1:07 AMSG 0.66 0.68 0.55 0.60 0.63 0.57 0.55 0.56 0.58 0.61 USPI            NA            NA            NA            NA            NA            NA 0.52 0.65 0.72 0.71 MDTH            NA            NA            NA            NA            NA            NA 0.66 0.69 0.74 0.82 NOVA 0.83 0.98 0.72 0.63 0.71 0.60 0.58 0.47 0.55 0.58 Average 0.75 0.83 0.64 0.62 0.67 0.59 0.58 0.59 0.65 0.68 Saturn            NA            NA            NA            NA            NA            NA          &n bsp; NA            NA            NA            NA

CONFIDENTIAL 48

EX-99.(C)(4)

Exhibit (c)(4)

BEAR STBVRNS

M highly CoNFroENTiAL

Presentation to the Saturn Special Committee and Board of Directors

Project Saturn

April 24, 2007

BEAR

STEARNS Project Saturn

Table of Contents

Section

E Transaction Overview

Review of Saturn Financial Results and Projections Valuation Analysis

Discounted Cash Flow Analysis Comparable Company Analysis Precedent M&A Transactions Analysis Illustrative LBO Analysis

H Potential Parties to Contact During Go-Shop Period Appendices

Supplemental Discounted Cash Flow Analysis Information Weighted Average Cost Capital Supplemental Materials

confidential 10610482, vi

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Certain Disclosures and Other Considerations

This presentation has been prepared solely for the use of the Special Committee of the Board of Directors (the “Board”) of Saturn (“Saturn” or the “Company”) in connection with the fairness opinion being provided by Bear, Stearns & Co. Inc. (“Bear Stearns”) with respect to Project Saturn. This presentation should only be used by the Board in its evaluation of the specific transaction referred to herein (the “Merger”) and should not be used, considered or relied upon for any other purpose or in connection with any other matter. This presentation and the conclusions presented herein are qualified in their entirety by the written opinion letter regarding the Merger to be delivered by Bear Stearns and the assumptions, qualifications and other limitations to be stated therein. This presentation is confidential and may not be reproduced, disseminated, quoted from or referred to at any time, in any manner or for any purpose without the prior written consent of Bear Stearns.

The financial and other information contained in this presentation was obtained solely from Saturn and from public sources. Bear Stearns has relied upon and assumed, without independent verification, the accuracy and completeness of such information. Bear Stearns has assumed that the projections referred to herein have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of Saturn as to the expected future performance of Saturn. Bear Stearns has not assumed responsibility for independent verification of any such information, including, without limitation, the projections, and Bear Stearns has further relied upon assurances of senior management of Saturn that they are unaware of any facts that would make any such information or projections incomplete or misleading. This presentation has been prepared as of the date on the cover page of this presentation and reflects information made available to Bear Stearns as of or prior to such date.

Bear Stearns has acted as a financial advisor to the Special Committee of the Board of Directors of Saturn in connection with the Merger and will receive a customary fee for such services, a substantial portion of which is contingent on successful consummation of the Merger. In addition, Saturn has agreed to reimburse Bear Stearns for certain expenses and to indemnify Bear Stearns against certain liabilities arising out of our engagement. Bear Stearns (i) has previously provided Saturn certain investment banking and other services on matters unrelated to the Merger and (ii) has previously been engaged (and may currently be engaged) by Crestview and its affiliates to provide investment banking and other services on matters unrelated to the Merger, for which Bear Stearns has received (or expects to receive) customary fees. Bear Stearns may seek to provide Saturn and Crestview and their respective affiliates certain investment banking and other services unrelated to the Merger in the future.

Consistent with applicable legal and regulatory requirements, Bear Stearns has adopted policies and procedures to establish and maintain the independence of Bear Stearns’ research departments and personnel. As a result, Bear Stearns’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to Saturn, the Merger and other participants in the Merger that differ from the views of Bear Stearns’ investment banking personnel.

In the ordinary course of business, Bear Stearns and its affiliates may actively trade for its own account and for the accounts of its customers equity and debt securities, bank debt and/or other financial instruments issued by Saturn and/or Crestview and their respective affiliates, as well as derivatives thereof, and, accordingly, may at any time hold long or short positions in such securities, bank debt, financial instruments and derivatives.

confidential 10610482, vi

ee\R stb\rns

Section 1

Transaction Overview

BEAR

STEARNS Project Saturn

Overview of Proposed Transaction: Current Crestview Proposal

Key Terms

Acquirer • Entities to be formed by Crestview Partners GP, L.P.

Transaction Structure • Merger of Saturn with an indirect wholly-owned subsidiary of Crestview
Form of Consideration • 100%Cash(1)

Transaction Value • $22.35 per Saturn share (13.3% premium to current price of $19.73 as of the close on

April 20, 2007; 26.9 % premium to stock price of $17.61 prior to announcement of Welsh Carson’s acquisition of USPI on January 8, 2007

· $499.6 million equity value

· $606.0 million enterprise value

Financing • Approximately $400.0 million of debt financing

• Equity commitment provided by Crestview and affiliates Break-up Fees • 1.0% of equity value at deal for termination due to a superior proposal during the go- shop period (inclusive of expense reimbursement) • 2.5% of equity value at deal for termination due to a superior proposal during the no- shop period (inclusive of expense reimbursement) • Reverse break-up fee of 2.5% of equity value at deal as a result of Crestview termination Certain Conditions to Closing • Saturn shareholder approval

· Absence of Material Adverse Effect

· HSR and certain other governmental consents and approvals

· No injunctions or legal restraints

Other Selected Terms • No financing condition

· 30-day “go-shop” provision

• Crestview has right-to-match after initial 14 days of go-shop period expires

(1) Excludes roll-over equity from Saturn Management (“Management”).

(2) Except that 1.0% applies to Excluded Parties during no-shop period. An Excluded Party is a party that submits a written proposal prior to the beginning of the no-shop period, for which the

Board of Directors of Saturn or the Special Committee determines in good faith, after consulting with its financial and outside counsel, that such proposal constitutes or could reasonably be
expected to result in a superior proposal and that the failure to take such action could violate its fiduciary duties under applicable law.

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Prior Sale Discussions Held

Summary Observations

• In Ql :2006, Company was approached by Strategic Investor who indicated interest in acquiring the Company at a

20% premium to the then current stock price

· On that basis, Company allowed Strategic Investor to perform initial due diligence

· At the completion of initial due diligence, Strategic Investor declined to submit a formal proposal to acquire the

Company

· In June and July 2006, Company’s Board of Directors allowed Management to retain investment bank to solicit

interest from 12 financial sponsors regarding a potential transaction (including a sponsor that had a platform company in the industry)

· All but 2 financial sponsors executed confidentiality agreements

· After reviewing public information, 5 financial sponsors provided preliminary indications of interest ranging from

$24.00 to $27.00 per share (market price at the time was $21.90)

· Management selected 3 of the financial sponsors to continue in the process and perform initial due diligence

· On October 31, 2006, and after completing the initial due diligence phase, only 1 of 3 remaining financial sponsors

(“Final Bidder”) provided a revised indication of interest, subject to due diligence to acquire the Company for

$21.00 to $22.00 per share

· Upon completion of its due diligence process in November 2006, the Final Bidder decided not to submit a formal

proposal to acquire the Company

· The Final Bidder indicated in April 2007 that it was not interested in acquiring the Company, but might be

interested in making a minority investment in the Company at a discount to the then current stock price

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Background to Proposed Transaction

Summary of Key Dates and Events

Dates            Events

March 6th • Crestview indicates an initial interest in acquiring the Company for $22.00 per share

· Subsequently, Board of Directors meet and constitute Special Committee

March 26 • Special Committee, Bear Stearns and Akin Gump (“Advisors”) meet for organizational call

March 29 • Special Committee and Advisors meet to discuss process and calendar

April 5 • Bear Stearns and Company CFO and Controller meet to review 2007E Budget as Prepared and as Adjusted
April 6 • Special Committee and Advisors meet to discuss draft merger agreement

· Akin Gump delivers draft merger agreement to Davis Polk

April 16 • Special Committee and Advisors meet with Management to discuss and diligence Management’s financial model (the

“Management Model”)

· Bear Stearns receives letter from Crestview offering to acquire Saturn for $21.50 per share (“Initial Proposal”) and

Crestview provides mark-up of merger agreement

· Special Committee and Advisors meet to discuss Initial Proposal

April 17 • Bear Stearns, on behalf of the Special Committee, indicates to Crestview that it must move up from its Initial Proposal for

the Special Committee to continue negotiating terms of a potential transaction

April 18 • Akin Gump delivers revised merger agreement to Davis Polk

April 19 • Merrill Lynch, on behalf of Crestview, revises offer price to $22.00 per share (“Revised Proposal I”)

· Special Committee and Advisors meet to evaluate Revised Proposal I

April 20 • Bear Stearns, on behalf of the Special Committee, counters Crestview’s Revised Proposal I with a purchase price of

$22.80 per share

· Merrill Lynch, on behalf of Crestview, revises offer price to $22.25 per share (Revised Proposal II) and indicates little or

no flexibility in moving beyond that price level

April 21s • Bear Stearns, on behalf of the Special Committee, counters Crestview’s Revised Proposal II with $22.35 per share

(“Proposed Transaction”)

· Merrill Lynch, on behalf of Crestview, agrees to $22.35 per share purchase price

April 22” • Special Committee and Board of Directors meeting to review the latest revised Crestview proposal

April 24 • Special Committee meeting and Board of Directors meeting to consider Proposed Transaction

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Review of Proposed Transaction Valuation

As Received on April 21, 2007 ($ and shares in millions)

Offer Price Per Share $21.50 $22.00 $22.25 $22.35

Premium to Current ($19.73 on April 20,2007) 9.0% 11.5% 12.8% 13.3%

Primary Shares 21.684 21.684 21.684 21.684
In-the-$ Options and Warrants0’ 2.025 2.025 2.025 2.025

Gross Diluted Shares 23.709 23.709 23.709 23.709

Gross Equity Value $509.7 $521.6 $527.5 $529.9

Less: Options and Warrants Proceeds (30.3) (30.3) (30.3) (30.3)

Net Equity Value $479.4 $491.3 $497.2 $499.6

Add: Long Term Debt @ 03/31/07 133.3 133.3 133.3 133.3
Less: Cash & Cash Equivalents 03/31/07 (26.9) (26.9) (26.9) (26.9)

Enterprise Value $585.8 $597.7 $603.6 $606.0

2007 Acquisition Spend $56.4 $56.4 $56.4 $56.4

Management

Enterprise Value/EBITDA-MI Model

2006A(2) $50.3 11.6x 11.9x 12.0x 12.0x 2006A Pro Forma(3) 52.5 11.1 11.4 11.5 11.5 2007E Budget as Adjusted 58.3 10.1 10.3 10.4 10.4 2007E Pro Forma(4)(?) 64.6 9.9 10.1 10.2 10.3

2008E(5) 67.6 9.5 9.7 9.8 9.8

Price/Earnings Per Share

2006A(2) $0.84 25.5x 26.1x 26.4x 26.5x 2007E Budget as Adjusted 0.91 23.8 24.3 24.6 24.7 2008E Base Case 1.11 19.4 19.8 20.0 20.1

EBITDA-MI/Multiple to Growth Rate

2007E Budget as Adjusted 1.09x            l.llx 1.12x 1.13x

P/E/Multiple to Growth Rate

2007E Budget as Adjusted 1.87x 1.92x 1.94x 1.95x

(1) Includes 196,683 restricted stock units outstanding as of March 31,2007. (2) Represents 2006A results adjusted to exclude net non-recurring gains/(losses) and proceeds from litigation and insurance settlements of $ 1.6 million in total. (3) Represents 2006A as described in footnote (2) adjusted for the impact of divestitures, new development and changes in the certain payor agreements as if it occurred on January 1, 2006. (4) Represents 2007E Budget as Adjusted pro forma for the full-year impact of divestitures, new development and buy-up activity as if it occurred on January 1,2007. (5) Associated debt in enterprise value includes 2007E Budget as Adjusted new development and buy-up activity spend of ~$56.4 million.

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Saturn Stock Price Performance

Daily: April 20, 2006-April 20, 2007

1,200,000 -r -r $25.00

4/06 6/06 8/06 10/06 12/06 2/07 4/07

Volume Price

A 04/26/06: Announced Q1:06 EPS of $0.20 falling short of consensus e 10/25/06: Announced Q3:06 EPS of $0.19 falling short of consensus

estimates of $0.23. Reaffirmed guidance for fiscal year 2006 estimates of $0.22. Lowered guidance for fiscal year 2006

revenue in the range of $300-$305 million and EPS in the range revenue in the range of $300-$305 million and EPS in the

of $0.88-$0.91, below analyst estimates of $0.93. range of $0.83-$0.86.

b 07/26/06: Announced Q2:06 EPS of $0.23 topping consensus estimates of p 12/19/06: Announced guidance for fiscal year 2007 of revenue

$0.22. Raised guidance for fiscal year 2006 revenue from $300- between $332-$337 and earnings per share between
$305 million to $303-$308 million. $0.92-$0.95.

c 08/26/06 Deutsche Bank research analyst is quoted in The Tennessean as G 01/08/07: Welsh Carson announced acquisition of USPI, resulting in

saying Saturn may be considering a sale of itself. Saturn stock increasing by - -6%.

p 09/21/06 Bank of America lowered ASC industry outlook from overweight h 02/26/07: Announced Q4:06 EPS of $0.21 falling short of consensus

to underweight. estimates of $0.22.

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Sector Relative Stock Price Performance

Day Before USPI Deal Announcement to Present Last Six Months

120% -r r 120% 120% -r r 120%

90 -I 1 1 1 1 1 1- 90 80 -I 1 1 1 1 1 1- 80

1/07 1/07 2/07 3/07 3/07 4/07 4/07 10/06 11/06 12/06 1/07 2/07 3/07 4/07

Last Twelve Months            Since IPO (02/06/04-Present)

130% -r r 130% 160% -r r 160%

4/06 6/06 8/06 10/06 12/06 2/07 4/07 2/04 8/04 3/05 9/05 3/06 10/06 4/07

ASC Index(1) Saturn — S&P 500

(1) Includes AmSurg, MedCath, Novamed and United Surgical Partners, Intl. We note that United Surgical Partners, Intl. is included although it was acquired by Welsh Carson on January 8, 2007.

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Proposed Transaction Value: Implied Premiums Analysis

Saturn Stock Price Across Time

Low            Average            High

Current0’ $19.73 $19.73 $19.73

January 5,2007(2) 17.61 17.61 17.61

1-Week 19.18 19.64 19.94
1-Month 18.40 19.36 19.94

3-Month 18.40 19.77 21.67
6-Month 16.29 18.73 21.67

12-Month 16.29 19.76 23.93

Since IPO 15.44 20.59 27.86

Implied Premiums Across Time

Low            Average            High            Low Average            High            Low Average            High Low            Average            High

Current 9.0% 9.0% 9.0% 11.5% 11.5% 11.5% 12.8% 12.8% 12.8% 13.3% 13.3% 13.3%

January 5,2007 22.1 22.1 22.1 24.9 24.9 24.9 26.3 26.3 26.3 26.9 26.9 26.9

1-Week 12.1 9.4 7.8 14.7 12.0 10.3 16.0 13.3 11.6 16.5 13.8 12.1

1-Month 16.8 11.1 7.8 19.6 13.6 10.3 20.9 14.9 11.6 21.5 15.4 12.1

3-Month 16.8 8.8 (0.8) 19.6 11.3 1.5 20.9 12.6 2.7 21.5 13.1 3.1

6-Month 32.0 14.8 (0.8) 35.1 17.4 1.5 36.6 18.8 2.7 37.2 19.3 3.1

12-Month 32.0 8.8 (10.2) 35.1 11.3 (8.1) 36.6 12.6 (7.0) 37.2 13.1 (6.6)

Since IPO 39.2 4.4 (22.8) 42.5 6.8 (21.0) 44.1 8.0 (20.1) 44.8 8.5 (19.8)

(1) Current represents closing stock price on April 20, 2007.
(2) Represents the unaffected closing price on the day prior to USPI’s announcement of acquisition by Welsh Carson.

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Section 2

Review of Saturn Financial Results and Projections

BEAR

STEARNS Project Saturn

Saturn Historical Financial Performance

Summary Historical Income Statement ($ in millions)

Actual Fiscal Years Ended December 31, CAGR

2002A 2003A 2004A 2005A 2006A ‘02A-’06A

Revenue $144.7 $176.3 $216.3 $265.7 $301.5 20.2%

YOY% Growth 38.2% 21.8% 22.7% 22.8% 13.5%

Operating Expenses 98.5 120.1 145.8 170.8 201.3 19.6%

% of Revenue 68.1% 68.1% 67.4% 64.3% 66.8%
% of Revenue (ExFAS 123R) — - — -66.7

General & Administrative 14.3 15.9 18.4 22.0 24.4 14.2%

% of Revenue 9.9% 9.0% 8.5% 8.3% 8.1%
% of Revenue (Ex FAS 123R) — - — - 6.9

(Income)/Loss on Equity Investments (0.5) (0.4) (1.3) (1.3) (2.4) 45.5%

Minority Interest 7.4 10.4 15.5 25.9 27.9 39.6%

EBITDA-MI(1) $25.0 $30.3 $37.8 $48.3 $50.3 19.1%

% Margin 17.3% 17.2% 17.5% 18.2% 16.7%
% Margin (Ex FAS 123R) - — - — 18.0

Depreciation & Amortization 7.8 9.3 10.9 13.3 13.4 14.4%

EBIT-MI(1) $17.2 $21.0 $26.9 $35.1 $36.9 21.1%

% Margin 11.9% 11.9% 12.4% 13.2% 12.2%
% Margin (Ex FAS 123R Expense) — — - - - 13.5

Interest Expense, Net(2) 4.6 4.9 4.2 4.9 7.1

Pre-Tax Income $12.6 $16.1 $22.8 $30.2 $29.8 24.2%

Income Tax Expense(3) 4.8 6.2 8.7 11.3 11.5

% Tax Rate 38.4% 38.4% 38.4% 37.4% 38.7%

Net Income $7.7 $9.9 $14.0 $18.9 $18.3 24.0%

% Margin 5.3% 5.6% 6.5% 7.1% 6.1% \

(1) Excludes pre-tax impairment and loss on disposal of long-lived assets of S0.5M, $0.4M, $0.3M, $1.5M and $1.2M in each of 2002A-2006A. Excludes pre-tax gain on sale of long-lived assets

of S0.5M, $0.6M, $0.3M, $1.8M and $1.8M in each of 2002A-2006A. Excludes S0.4M in pre-tax proceeds from insurance settlement and S0.6M from litigation settlement in 2006A.

(2) Excludes pre-tax debt prepayment penalty of S0.9M in 2003 A and S0.7M in 2004A.
(3) Excluded items listed in footnotes (1) and (2) tax-effected at marginal rate of ~36%; 2002A and 2003A represent estimate of full tax impact at 38.4% tax rate for comparative purposes.

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Saturn 2006A Pro Forma EBITDA-MI

The chart below depicts Saturn Management’s adjustments to 2006A EBITDA-MI to arrive at 2006A Pro Forma EBITDA-MI.

EBITDA-MI; 2006 Actual to Pro Forma Bridge ($ in millions)

Non-

Recurring*1* Full-Year Adjustments*2*

$56 j j $56

54 — 54

,-,,, $52.5

$52.0 2 $0.4 $0-3

ActuaK3) Non-Recurring            Actual California BCBS Roswell/ Durango Greenville Wichita Pro

Adjustments            Adjusted In Texas Columbia Forma

Network Divestments

(1) As described in footnote (1) on nna 8.

(2) California In Network (United Healthcare) and BCBS (Blue Cross/Blue Shield) Texas represent rate and volume impact of changes in pay arrangements with each of these payers. Full-year

adjustments represent impact of Roswell and Columbia divestitures and Durango, Greenville and Wichita acquisitions, as if these transactions occurred on January 1,2006.

(3) Represents results from continuing operations.

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Saturn 2007E Budget as Adjusted

In formulating expected 2007E results, Saturn Management started with its 2007E Budget as Prepared in Q4:06 and made several adjustments to reflect the current operating environment and account for anticipated strategic and operational changes in 2007E.

• Based on 2006A negative trends in cost of supplies, Saturn Management has increased supplies as a

percentage of revenue from 19.1% to 20.0% in the 2007E Budget as Adjusted

· Not originally factored into the 2007E Budget, Saturn Management now expects to divest certain

underperforming facilities in 2007, including:

• Englewood;

· San Antonio;

· Savannah; and,

· Tuscaloosa

• In New Development Activity, Saturn Management has removed generic acquisition #1 from the 2007E

Budget, delayed generic acquisition #2 by one quarter and reduced associated corporate G&A expense from

~$987Kto~$327K

· In terms of buying up interest in existing facilities, Saturn Management now intends to buy-up to a pro forma

60% stake in the Cape Coral facility on or about July 1, 2007

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Saturn 2007 EBITDA-MI Budget Bridge

The chart on the left depicts the impact of Saturn Management’s adjustments on 2007 Budget as Prepared EBITDA-MI, while the chart on the right captures the pro forma impact had all of these adjustments along with acquisition and de novo activity occurred on January 1, 2007.

EBITDA-MI; 2007E Budget as Ad.jlisted ($ in millions) EBITDA-MI; 2007E Pro Forma ($ in millions)

$66 j -r $66 $66 j t- $66

$1-8 $64.6

64 64 64 I 64

$8.0

62 62 62 I 62

$60.3 $60.3

60 60 60 • 60

$0.9 $58.3

58 — - 58 58 — 58

($2.3) ‘ ‘

56 ‘ 56 56 56 54 — - 54 54 — ($1.3) 54 52 — - 52 52 — - 52 50 50 50 50

48 -I L, , , , J 1 48 48 -I L, 1 1 1 J 1 48

Budget as            Supplies Divestments            New            Cape Coral Budget as Budget as Supplies Divestments            New            Cape Coral Budget Pro

Prepared Development Buy-up            Adjusted Prepared Development Buy-up            Forma

Activity1) Activity2)

(1) Represents the impact of removing generic acquisition #1 from the 2007E Budget, delaying generic acquisition #2 by one quarter and reducing associated corporate G&A expense by $660,000.
(2) Represents annualized impact of items in 2007E Budget as Adjusted as well as the assumption that all New Development Activity occurs on January 1,2007.

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Saturn 2007 EPS Budget Bridge

The chart below depicts the impact of Saturn Management’s adjustments on 2007E Budget as Prepared EPS.

EPS: 2007E Budget as Adjusted            Observations

°-98 $097 T$LO° • Budget as Prepared yields $0.97 of 2007E EPS

°-96 °’98 • Saturn provided public 2007E EPS guidance of $0.92-

0.96 $0-95

0.94

0.94 • Current Wall Street expectations are for $0.93 of EPS in

°’92 $0.01 $0.9i            Q92 2007E(seepagel9)

($0.06) $0.02

°’90 I — o 90 H BudSet as Adjusted yields $0.91 of 2007E EPS

°’88 I            UJ) $°-°° I 0.88

°-86 H 0.86

0.84 -I L , , , , J L 0.84

Budget as            Supplies Incremental            Divest            Cape Coral New            Budget as

Prepared Interest -ments Buy-up            Develop            Adjusted

Expense -ment

Activity 0)

(1) Represents the impact of removing generic acquisition #1 from the 2007E Budget, delaying generic acquisition #2 by one quarter and reducing associated corporate G&A by $660,000.

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Summary of Saturn Ql:07 Results

Key Income Statement Items ($ in millions)

Quarter Ended March 31,2006 Quarter Ended March 31,2007

As Adjusted            As Adjusted            Ql:07 Average

One Time One Time Wall Street

As Reported’1* Divestitures’2* Items(3) As Reported’1* Divestitures’2* Items(3) Expectations

Revenue $72.8 $67.5 $67.5 $80.1 $77.2 $77.6 $79.7

Operating Expenses & G&A $53.6 $49.1 $49.1 $61.6 $58.3 $58.3 $59.9

% of Revenue 73.7% 72.7% 72.7% 76.9% 75.5% 75.1% 75.2%

EBITDA-MI $11.7 $11.1 $11.7 $11.9 $12.2 $12.8 $13.4

% of Revenue 16.1% 16.4% 17.3% 14.9% 15.7% 16.5% 16.8%

EPS $0.21 $0.20 $0.19 $0.18 $0.20 $0.21 $0.22

Source: Saturn Management and selected Wall Street research reports.

(1) As Reported includes all facilities held at the end of Ql:07, including those facilities expected to be divested and reported as discontinued operations as of Ql:07.
(2) As Adjusted for Divestitures includes only those facilities which will be reporting in continuing operations as of Q 1:07 (i.e. excludes facilities expected to be divested).

(3) As Adjusted for One-Time Items excludes non-recurring items including proceeds from litigation and insurance settlements, contractual adjustments for certain changes in payor arrangements

and gains/(losses) on sale of assets.

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Overview of Saturn Management Financial Model

For the period 2008-2012, Management developed two distinct sets of operating scenarios to arrive at two separate financial model cases:

Management Model Assumptions • Standalone Model • Net patient revenue growth of 5% through 2012E based on anticipated pro forma 2007E results - -4% case volume growth - -1% net revenue per case growth • Service revenue growth of 2%; Other revenue growth of 5%

· Facility operating expenses held constant at ~67% of revenue

· General corporate expense annual growth of 5% — Yields -50 bps of margin leverage through 2012

· Equity income in affiliates annual growth of 5%

· Minority interest equal to 9% of revenue, implying 34.0%-35.0% of consolidated EBITDA

· Exit remaining physician practice management contracts at end of 2008 (~$2.5 million of revenue)

· Exercise buy-up option for majority stake in Chesterfield (6.75x multiple), Thousand Oaks (6.80x multiple) in

2010 and Novi (7.50x multiple) in 2011 • Standalone Model Plus Consistent Annual Generic Acquisitions and Generic De Novos • Generic acquisitions acquired at 6.75x LTM EBITDA and assume 55% Saturn ownership — 3 facilities added in each of 2008-2012 • Consolidated generic de novos require initial Saturn investment of $765,000 for 51% stake

· Non-consolidated generic de novos require Saturn investment of $300,000 for 20% stake

- 3 facilities added in each of 2008-2012

- In each of 2010-2012, Saturn buys-up 1 facility to pro forma 51% stake at 6.75x LTM EBITDA

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STEARNS Project Saturn

Management Model: Base Case

Summary Projected Income Statement ($ in millions)

Pro Budget as Pro

Actual            Forma Adjusted Forma            Projected Fiscal Years Ending December 31, CAGR

2006A 2006A 2007E 2007E 2008E 2009E 2010E 2011E 2012E ‘07E<2)-’12E

Revenue0’ $301.5 $318.7 $347.7 $372.7 $391.2 $408.1 $449.5 $483.0 $507.1 7.8%

YOY% Growth 13.5% 15.3% 5.0% 4.3% 10.1% 7.5% 5.0%

Operating Expenses 201.3 216.1 232.4 249.4 260.6 271.9 299.8 321.8 337.9 7.8%

% of Revenue 66.8% 67.8% 66.9% 66.9% 66.6% 66.6% 66.7% 66.6% 66.6%

General & Administrative 24.4 24.4 28.3 28.3 29.7 31.2 32.7 34.3 36.0 5.0%

% of Revenue 8.1% 7.7% 8.1% 7.6% 7.6% 7.6% 7.3% 7.1% 7.1%

(Inc)/Loss on Equity Investments (2.4) (2.3) (1.4) (1.6) (1.7) (1.8) (1.6) (1.6) (1.7)

Minority Interest 27.9 28.0 30.0 32.1 35.0 36.5 39.9 43.4 45.7

EBITDA-MI $50.3 $52.5 $58.3 $64.6 $67.6 $70.4 $78.7 $85.1 $89.1 8.9%

% Margin 16.7% 16.5% 16.8% 17.3% 17.3% 17.2% 17.5% 17.6% 17.6%

Depreciation & Amortization 13.4 14.3 16.7 17.6 19.0 19.8 21.6 23.2 24.3
EBIT-MI $36.9 $38.2 $41.5 $47.0 $48.6 $50.6 $57.0 $61.9 $64.8 9.3%

%Margin 12.2% 12.0% 11.9% 12.6% 12.4% 12.4% 12.7% 12.8% 12.8%

Interest Expense/(Income), Net 7.1 73 8.6 8.5 7.9 5.0 3.4 1.7 (1.3)

Pre-Tax Income $29.8 $31.0 $32.9 $38.5 $40.8 $45.6 $53.7 $60.2 $66.1 15.0%

Income Tax Expense (11.5) (11.9) (12.8) (15.0) (15.9) (17.8) (20.9) (23.5) (25.8)

Net Income $18.3 $19.0 $20.0 $23.5 $24.9 $27.8 $32.7 $36.7 $40.3 15.0%

% Margin 6.1% \ 6.0% \ 5.8% \ 6.3% \ 6.4% 6.8% 7.3% 7.6% 8.0% \

(1) Base Case includes the exit of remaining physician practice management contracts at the end of 2008E and contractual buy-up activity in 2010E and 201 IE.
(2) Represents 2007E Budget as Adjusted.

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STEARNS Project Saturn

Management Model: Growth Case

Summary Projected Income Statement ($ in millions)

Pro Budget as Pro

Actual            Forma Adjusted Forma Projected Fiscal Years Ending December 31, CAGR

2006A 2006A 2007E 2007E 2008E 2009E 2010E 201 IE 2012E ‘07E<2)-’12E

Revenue0’ $301.5 $318.7 $347.7 $372.7 $404.1 $447.9 $524.7 $595.5 $659.0 13.6%

YOY% Growth 13.5% 15.3% 8.4% 10.8% 17.1% 13.5% 10.7%

Operating Expenses 201.3 216.1 232.4 249.4 269.6 298.6 349.5 395.8 437.5 13.5%

% of Revenue 66.8% 67.8% 66.9% 66.9% 66.7% 66.7% 66.6% 66.5% 66.4%

General & Administrative 24.4 24.4 28.3 28.3 30.0 31.9 33.9 36.0 38.2 6.2%

% of Revenue 8.1% 7.7% 8.1% 7.6% 7.4% 7.1% 6.5% 6.1% 5.8%

(Inc)/Loss on Equity Investments (2.4) (2.3) (1.4) (1.6) (2.0) (3.6) (4.8) (6.4) (8.1)

Minority Interest 27.9 28.0 30.0 32.1 36.1 40.4 47.6 55.2 62.0

EBITDA-MI $50.3 $52.5 $58.3 $64.6 $70.6 $80.7 $98.4 $114.8 $129.4 17.3%

% Margin 16.7% 16.5% 16.8% 17.3% 17.5% 18.0% 18.8% 19.3% 19.6%

Depreciation & Amortization 13.4 14.3 16.7 17.6 19.6 21.6 25.0 28.3 31.2
EBIT-MI $36.9 $38.2 $41.5 $47.0 $50.9 $59.1 $73.4 $86.5 $98.2 18.8%

%Margin 12.2% 12.0% 11.9% 12.6% 12.6% 13.2% 14.0% 14.5% 14.9%

Interest Expense/(Income), Net 7.1 7.3 8.6 8.5 8.9 8.0 8.3 8.4 6.4

Pre-Tax Income $29.8 $31.0 $32.9 $38.5 $42.0 $51.0 $65.1 $78.2 $91.8 22.8%

Income Tax Expense (11.5) (11.9) (12.8) (15.0) (16.4) (19.9) (25.4) (30.5) (35.8)

Net Income $18.3 $19.0 $20.0 $23.5 $25.6 $31.1 $39.7 $47.7 $56.0 22.8%

% Margin 6.1% \ 6.0% \ 5.8% \ 6.3% \ 6.3% 7.0% 7.6% 8.0% 8.5% \

(1) Growth Case includes the exit of remaining physician practice management contracts at the end of 2008E and contractual buy-up activity in 2010E and 201 IE.
(2) Represents 2007E Budget as Adjusted.

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STEARNS Project Saturn

Saturn Business Development Case Comparison

Bge!!?Projected

Adjusted :

2007E 2008E 2009E 2010E 2011E 2012E

Beginning Facilities 59 69 69 69 69 69

Plus: Named Developments 4 — - — - -

Plus: Acquisitions 3 — - — - -

2003A 2004A 2005A 2006A Ending Facilities 69 69 69 69 69 69

Beginning Facilities 34 44 54 59 CapEx (inc. Buy-ups) ($M) ($56.4) $0.0 $0.0 ($42.7) ($6.9) $0.0
Plus: Acquisitions 5663

Plus* De Novos 531 1

I            Budget as ‘.~~\

Less: Divestitures/Closures (1) — (2) (4) Adjusted Projected

2007E 2008E 2009E 2010E 2011E 2012E

Ending Faculties 44 54 59 59 0 . . ,, ._. — ~ — ~ — ——

& Beginning Facilities 59 69 76 83 90 97

Bighorn Investment ($M) $45.6 $69.3 $50.4 $46.6 S. _. ,T         , ___. .

0 x— Plus: Named Developments 4 — - — - -

> Plus: Acquisitions 3333 33 Plus: De Novos 7444 44 Less: Divestitures/Closings (4) — — — - - Ending Facilities 69 76 83 90 97 104

CapEx (inc. Buy-ups) ($M) ($56.4) ($31.4) ($31.4) ($78.7) ($42.9) ($36.0)

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STEARNS Project Saturn

Summary of Saturn Management Model Cases

Management Model Key Income Statement Items by Case ($ in millions)

Budget as

Adjusted Pro Forma Projected Fiscal Years Ending December 31, CAGR

2007E 2007E 2008E 2009E 2010E 2011E 2012E ‘07E(1)-’12E

Revenue $347.7 $372.7 $391.2 $408.1 $449.5 $483.0 $507.1 7.8%

% Growth 15.3% \ 5.0% 4.3% 10.1% 7.5% 5.0%

Operating Expenses and G&A $260.7 $277.7 $290.3 $303.0 $332.5 $356.1 $373.9 7.5%

%ofRevenue 75.0% 74.5% 74.2% 74.2% 74.0% 73.7% 73.7%

EBITDA-MI $58.3 $64.6 $67.6 $70.4 $78.7 $85.1 $89.1 8.9%

%Margin 16.8% 17.3% 17.3% 17.2% 17.5% 17.6% 17.6%

EPS $0.91 $1.06 $1.11 $1.23 $1.43 $1.58 $1.72 13.7%

% Growth 7.5% \ 4.5% 10.5% 16.4% 10.9% 8.6%

Revenue $347.7 $372.7 $404.1 $447.9 $524.7 $595.5 $659.0 13.6%

%Growth 15.3% 7.2% 8.4% 10.8% 17.1% 13.5% 10.7%

Operating Expenses and G&A $260.7 $277.7 $299.6 $330.5 $383.5 $431.8 $475.7 12.8%

% of Revenue 75.0% 74.5% 74.1% 73.8% 73.1% 72.5% 72.2%

EBITDA-MI $58.3 $64.6 $70.6 $80.7 $98.4 $114.8 $129.4 17.3%

% of Revenue 16.8% 17.3% 17.5% 18.0% 18.8% 19.3% 19.6%

EPS $0.91 $1.06 $1.14 $1.37 $1.73 $2.05 $2.38 21.4%

% Growth 7.5% \ 7.7% 20.1% 26.1% 18.6% 16.1%

Source: Saturn Management.

(1) Represents 2007E Budget as Adjusted.

confidential is

BEAR

STEARNS Project Saturn

Review of Saturn Wall Street Research Projections

Selected Wall Street Research Estimates ($ in millions, except per share data)

Deutsche            Jefferies& Merrill Stifel

Credit Suisse            Bank            Company Lynch Nicolaus            Piper Jaffray RBC Capital            Base            Growth

02/22/07 02/22/07 02/22/07 02/23/07 02/23/07 02/26/07 03/15/07 Average            Case Case

Revenue:

2007E $329.2 $350.4 $337.5 $335.1 $333.8 $334.3 $335.4 $336.5 $347.7 $347.7

2008E 351.7 406.6 361.8 372.9 365.5 373.8 373.5 372.3 391.2 404.1

2009E            NA 460.0 NA 396.7 NA NA            NA 428.4 408.1 447.9

Operating Expenses & G&A(2>

2007E $245.0 $263.7 $251.2 $252.3 $251.5 $252.1 $252.0 $252.5 $260.7 $260.7

2008E 257.2 302.6 268.1 281.1 275.1 281.4 280.0 277.9 290.3 299.6
2009E            NA 338.4 NA 296.4 NA NA            NA 317.4 303.0 330.5

EBITDA-MI

2007E $57.2 $58.6 $56.2 $57.0 $56.0 $56.6 $56.6 $56.9 $58.3 $58.3

2008E 64.3 71.2 61.8 62.8 61.8 63.7 64.1 64.2 67.6 70.6
2009E            NA 83.4 NA 69.4 NA NA            NA 76.4 70.4 80.7

EPS

2007E $0.93 $0.92 $0.92 $0.93 $0.93 $0.95 $0.95 $0.93 $0.91 $0.91

2008E 1.07 1.13 1.04 1.05 1.07 1.12 1.09 1.08 1.11 1.14
2009E            NA 1.34 NA 1.17 NA NA            NA 1.26 1.23 1.37

(1) Management Model for 2007E represents 2007E Budget as Adjusted.
(2) Includes operating expenses, corporate general and administrative expense and stock-based compensation expense.

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STEARNS Project Saturn

Management Model Comparison to October Model

Management Model vs. October Model ($ in millions)

Base Growth Base Moderate Growth
Case Case Case Case Case

Standalone Revenue(1) Standalone Revenue(1)

2007E Budget as Adjusted $347.7 $347.7 2007E $356.5 $356.5 $356.5

201 IE 483.0 483.0 201 IE 483.4 483.4 483.4

CAGR 8.6% 8.6% CAGR 7.9% 7.9% 7.9%

Generic De Novos/Acquisitions Generic De Novos/Acquisitions

2007E Budget as Adjusted $0.0 $0.0 2007E $0.0 $0.0 $21.4
201 IE — 112.5 201 IE — 105.7 184.2

Total Revenue Total Revenue

2007E Budget as Adjusted $347.7 $347.7 2007E $356.5 $356.5 $378.0
201 IE 483.0 595.5 201 IE 483.4 589.1 667.6

CAGR 8.6% 14.4% CAGR 7.9% 13.4% 15.3%

EBITDA-MI(2) EBITDA-MI(2) 2007E Budget as Adjusted $58.3 $58.3 2007E $59.9 $59.9 $64.6 2011E 85.1 114.8 2011E 84.1 108.4 123.6

CAGR 9.9% 18.5% CAGR 8.8% 16.0% 17.6%

EPS(2) EPS(2) 2007E Budget as Adjusted $0.91 $0.91 2007E $1.03 $1.03 $1.12 2011E 1.58 2.05 2011E 1.70 2.11 2.37

CAGR 15.8% 22.7% CAGR 13.3% 19.7% 20.9%

(1) Includes Greenville, Durango, in progress new developments, and contractual buy-ups.
(2) After stock-based compensation. October Model assumes $4.5 million of annual stock-based compensation taxed at marginal rate of ~36%.

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BEAR STEARNS

Section 3

Valuation Analysis

BEAR

STEARNS Project Saturn

Summary Implied Saturn Valuation

Equity Value Per Share

$30.00 n r $30.00

. . $28.08

28.00 Saturn at Offer: K 28.00

26.00 I $22’35 I 26.00

$16.34 $16.29 $16.23 I Saturn at Market: I $16.00

14.00- m?3(1) 14-°°

12.00 -1 , , 1 -r- , 1 , 1 12.00

^© Base Case            Growth Case

. Equity Comparables , . Precedent Transactions . . DCF .

X X V

O’ 8.0x-10.0x j 10.0x-12.0x

2007EEBITDA-MI O 2006A EBITDA-MI            WACC11.013.0%

l8.0x-21.0x £* 9.0x-11.0x

2007EEPS W 2007E EBITDA-MI 8.5x-10.5x

,,,,,,,, , nn ,, ,n 2012E (Trailing) EBITDA-MI

l.10x-l.40x £* l.OOx-l.lOx

2007E PE/Growth ” 2007E EBITDA-MI/Growth

(1) As of the market close on April 20,2007.

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ee\R stb\rns

Section 3-A

Discounted Cash Flow Analysis

BEAR STEARNS Project Saturn Saturn Discounted Cash Flow Analysis MHMMBIMMPHRI            I I            PiBBHBBIIBBPPIIMBPHEB iliiiiliiiiiiiiiiii            Bj§Biiiii«iii«HfcBi«ii«i juity Value Per Share(3) Equity Value Per Share(3) Discount Terminal Trailing (2012E) EBITDA-MI Multiple Discount Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5x 9.5x IQ.Sx Rate 8.5x 9.5x IQ.Sx 11.0% $18.06 $20.17 $22.23 11.0% $22.17 $25.14 $28.08 12.0 17.00 19.03 21.00 12.0 20.85 23.69 26.48 13.0 16.00 17.94 19.84 13.0 19.60 22.30 24.98 Implied Perpetual Growth in Free Cash Flow            Implied Perpetual Growth in Free Cash Flow Discount Terminal Trailing (2012E) EBITDA-MI Multiple Discount Terminal Trailing (2012E) EBITDA-MI Multiple Rate 8.5x 9.5x            IQ.Sx            Rate 8.5x 9.5x IQ.Sx 11.0% 4.6% 5.2% 5.7% 11.0% 4.9% 5.5% 6.0% 12.0 5.5 6.1 6.7 12.0 5.8 6.4 6.9 13.0 6.4 7.1 7.6 13.0 6.7 7.4 7.9 • In the Discounted Cash Flow Analysis, future free cash flows and the terminal value are discounted back to

present value at March 31, 2007

· For a detailed review of assumptions underlying Discounted Cash Flow analysis, please see Appendix A

(1) Represents Management Model Base Case, which assumes no new development activity in 2008E-2012E and as described and shown on pages 14 and 15.
(2) Represents Management Model Growth Case, which assumes new development activity in 2008E-2012E and as described and shown on pages 14 and 16.

(3) Equity value per share is calculated by taking the enterprise value implied by the discounted cash flow analysis, subtracting estimated debt at March 31,2007 of $133.3 million, adding estimated

cash at March 31, 2007 of $26.9 million and dividing by diluted shares utilizing the treasury stock method.

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BEAR STEARNS Project Saturn Saturn WACC Calculation: Beta Analysis • We have reviewed the historical Bloomberg betas as well as the predicted Barra betas for each of Saturn and its comparables and have noted wide variations, in particular between the historical Bloomberg beta for Saturn and the other measures • Saturn historical Bloomberg beta of 1.220 (2-yr weekly) compares to Saturn predicted Barra beta of 0.664

· For comparables, historical Bloomberg betas range from 0.540 to 0.720 (2-yr weekly) and predicted Barra betas range from

0.408 to 0.775

• We have also analyzed, as shown in the graphs on the following page, the changes over time in historical

Bloomberg betas and predicted Barra betas for Saturn and USPI, which we believe to be the closest

comparable

• Historical Bloomberg betas have ranged from ~1.2 to ~1.5 for Saturn and from -0.6 to ~1.2 for USPI since the end of 2004

(2-yr weekly)

· While predicted Barra betas have generally been lower than the historical measures for both companies, we note that the

predicted betas for both companies increased significantly in the second half of 2006 (-0.85 to 1.00)

• The increase in predicted betas in 2H:06 could be attributable to the increasing business and regulatory

pressures confronting the ASC industry sector including concerns over “out-of-network” payment

arrangements, margin pressures from increasing cost of supplies and evolving legislative/regulatory issues

• While the predicted Barra betas for Saturn and USPI have declined since 4Q06, we believe the business and industry

uncertainties are ongoing

· We also note that the financial advisor to the Special Committee of USPI utilized a levered beta range of 1.40 to 1.70 in

analyzing the WACC for USPI in its presentation to the Board of Directors dated January 7, 2007 as filed with the SEC

• Based on the aforementioned factors and considerations, we believe a range of unlevered betas from 0.65 to

1.00 is reasonable

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BEAR

STEARNS Project Saturn

Historical & Predicted Beta Trends: Saturn and USPI

Saturn

1.60 T— T 1-60

!-40 “ BarraBeta 0.51 0.70 0.98 “ *-40

j 2Q 2-Yrffistorical 1.26 1.35 1.49 2Q

1.00 . 1.00

0.80 ./ """—n 0.80

0.60 — ~~ *~~ 0.60
0.40 -I , , , , , , , , , 1 0.40

Q4:04 Ql:05 Q2:05 Q3:05 Q4:05 Ql:06 Q2:06 Q3:06 Q4:06 Ql:07

USPI

1.25 j t- 1.25

BarraBeta 0.57 0.72 1.01

100- 2“Yr’Historical OM °-94 1-21 » 100

5-Yr. Historical 0.52 0.65 0.72 X**"****

0.50 -I 1 1 1 1 1 1 1 1 1 1 0.50

Q4:04 Ql:05 Q2:05 Q3:05 Q4:05 Ql:06 Q2:06 Q3:06 Q4:06 Ql:07

BarraBeta Historical—2- Year Weekly Historical—5-Year Weekly

Source: Bloomberg and Barra.

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BEAR

STEARNS Project Saturn

Saturn Weighted Average Cost of Capital Calculations

Illustrative WACC Calculation Beta Determination ($ in millions)

Equity Risk Premium Total

Low High Historical Predicted Market Debt Unlevered Beta’1’

Equity Risk Premium (Rm-iy 5.00% 7.13% Adjusted Beta’21 Levered Value of &Pref Leverage Ratios Historical Adj Beta Multiply by: Saturn Levered Beta 1.014 1.014 Company            Years 5 Years Beta’3’ Equity’4’ Stock D/E            D/(D+E) Years 5 Years            Barra Adjusted Equity Risk Premium 5.07% 7.23% , , Add: Risk-Free Rate of Return (Rf) 4.85 4.85 I Saturn 1.220 1.180 0.664 $437 $133 30.5% 23.4% 1.029 0.995 0.560

Potential Size Premium 3.88 3.88 Tjer j ComBS

SipfvTE) ™ 1% AmSurg 0.720 0.610 0.408 $780 $169 21.7% 17.8% 0.637 0.540 0.361

Cost of Equity Portion iOJ% iZ4% United Surgical 0.650 1.180 0.651 1,310 347 26.5 21.0 0.557 1.011 0.558

,, . -,,..,,,. ,, . ,,,,,,, ,,,,,,, I Tier 1 Mean 0.685 0.895 0.530 $1,045 $258 24.1% 19.4% 0.597 0.776 0.460

AssSurne?T» 390 3™ I Tear 1 Median 0.685 0.895 0.530 1.043 258 24.1 19.4 0.597 0.776 0.460 After-Tax Cost of Debt 4.03% 4.03% Tier 2 Comps Multiply by: Saturn D/(D+E) 22.5 22.5 Medcath 0.540 0.830 0.775 $660 $265 40.1% 28.6% 0.435 0.669 0.625

Cost of Debt Portion 0.91% 0.91% Novamed 0.680 0.580 0.528 177 71 40.0 28.6 0.548 0.468 0.426

WACC—Saturn 11.6% 133% , 1

I ‘ Tier 2 Mean 0.610 0.705 0.652 $418 $168 40.1% 28.6% 0.492 0.568 0.525

Tier 2 Median Q.61Q 0.705 0.652 418 168 40.1 28.6 0.492 0.568 0.525

Overall Mean 0.762 0.876 0.605 $673 $197 31.8% 23.9% 0.641 0.737 0.506

KeV ASSlimptiOnS Overall Median 0.680 0.830 0.651 660 169 30.5 23.4 0.557 0.669 0.558

,,._,,.,-. ,,, t, <,,,, , ,,0/(5X6) I Saturn Unlevered Beta (Average of Historical and Predicted) 0.861 RMatetunT 5-°87513/° Target Debt/Equity Ratio (Translates to Debt/Total Capital ratio of 22.5%) 29.0% Assumed Cost of Debt (K<)’ 660 I Saturn Levered Beta’8’ 1.014 Assumed Tax Rate 39.0

(1) Unlevered Beta = Levered Beta/[ 1 + ((D/E) * (1-T))].

(2) Source: Based on Bloomberg adjusted beta for the past two and five years on a weekly basis. Since Saturn has only been public since February 6,2004, five year Bloomberg beta represents

historical beta since IPO date.

(3) Source: Barra beta as of March 30,2007.
(4) Equity values based on closing prices as of April 20,2007.

(5) Reflects Bear Steams’ judgmental synthesis of various academic views and financial and market perspectives, including (a) the current supply-side model expected equity risk premium (i.e.,

6.35%) and the current long-term historical geometric average equity risk premium (i.e., 5.12%) per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook, (b) the recommended prospective long-term arithmetic average equity risk premium (i.e., 4.50-5.00%) per Dimson, Marsh and Staunton’s “The Worldwide Equity Premium: A Smaller Puzzle” and Triumph of the Optimists, (c) the recommended expected arithmetic equity risk premium (i.e., 3.50%-7.00%, as adjusted) per Brealey, Myers and Allen’s Principles of Corporate Finance (Eighth Edition), (d) the recommended expected arithmetic equity risk premium (i.e., 5.00%, with a range of 3.50%-6.00%) per Brigham and Ehrhardt’s Financial Management: Theory and Practice (Eleventh Edition) and (e) a survey of the current practices of our competitors as well as other academic and practitioner points of view.

(6) Represents current long-term historical arithmetic average equity risk premium per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook. (7) Source: Bloomberg. Equal to the interpolated yield on the 20-year US Treasury bond as of April 14,2007. (8) Levered Beta = Unlevered Beta * [ 1 + ((D/E) * (1-T))].

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BEAR

STEARNS Project Saturn

Saturn WACC Sensitivity Analysis

WACC Sensitivity Analysis—5.00% Equity Risk Premium(1)

Assumed            Unlevered Beta

Debt/Cap 0.650 0.700 0.750 0.800 0.850 0.900 0.950 1.000

15.0% 11.3% 11.5% 11.8% 12.0% 12.3% 12.5% 12.8% 13.0%

20.0 10.8 11.1 11.3 11.6 11.8 12.0 12.3 12.5 22.5 10.6 10.9 11.1 11.3 11.5 11.8 12.0 12.2 25.0 10.4 10.6 10.9 11.1 11.3 11.5 11.7 12.0

30.0 10.0 10.2 10.4 10.6 10.8 11.0 11.2 11.4

WACC Sensitivity Analysis—7.13% Equity Risk Premium(2)

Assumed            Unlevered Beta

Debt/Cap 0.650 0.700 0.750 0.800 0.850 0.900 0.950 1.000

15.0% 12.4% 12.7% 13.1% 13.4% 13.7% 14.1% 14.4% 14.7%

20.0 12.1 12.4 12.7 13.0 13.4 13.7 14.0 14.4 22.5 11.9 12.2 12.5 12.9 13.2 13.5 13.8 14.2 25.0 11.7 12.1 12.4 12.7 13.0 13.3 13.7 14.0

30.0 11.4 11.7 12.0 12.4 12.7 13.0 13.3 13.6

(1) Reflects Bear Stearns’ judgmental synthesis of various academic views and financial and market perspectives, including (a) the current supply-side model expected equity risk premium (i.e.,

6.35%) and the current long-term historical geometric average equity risk premium (i.e., 5.12%) per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook, (b)

the recommended prospective long-term arithmetic average equity risk premium (i.e., 4.50-5.00%) per Dimson, Marsh and Staunton’s “The Worldwide Equity Premium: A Smaller Puzzle” and

Triumph of the Optimists, (c) the recommended expected arithmetic equity risk premium (i.e., 3.50%-7.00%, as adjusted) per Brealey, Myers and Allen’s Principles of Corporate Finance

(Eighth Edition), (d) the recommended expected arithmetic equity risk premium (i.e., 5.00%, with a range of 3.50%-6.00%) per Brigham and Ehrhardt’s Financial Management: Theory and

Practice (Eleventh Edition) and (e) a survey of the current practices of our competitors as well as other academic and practitioner points of view.

(2) Represents current long-term historical arithmetic average equity risk premium per Ibbotson Associates’ Stock, Bonds, Bills and Inflation, Valuation Edition 2007 Yearbook.

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BEAR STEARNS

Section 3-B

Comparable Company Analysis

BEAR

STEARNS Project Saturn

Ambulatory Surgery Center Market Landscape

The US ambulatory surgery center market is characterized by multi-specialty centers, predominantly owned and operated by private independents.

Specialty Focus ASC Fragmented Ownership

N = 4,954 N = 4,954

Key Players Overview Key Players Proportion

HealthSouth 144

United Surgical Partners, Intl.(2) 135

Total Key Players 645 n_A

N = 4,954

Source: Selected industry research reports and company filings.

(1) Pro Forma for majority interest acquired in 7 surgery centers in January 2007.
(2) Pro Forma for interest acquired in 3 facilities in St. Louis and opening 3 facilities in California in February 2007.

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BEAR STEARNS Project Saturn Comparable Company Universe Selection Potential Saturn Business Comparables US Short-Stay Facilities’’’ Specialties Payor Mix Surgical (% 2006 Top Case (%2006 Primary Company            ASCs            Hospitals            States            Mix) Gov’t) Business Comments 163 — 32 GI(75%) 35% ASCs • Less intensive procedures require lower capital investment in facility and lead to • High proportion of older patients; susceptible to government payor 144 3 35 Multi(NA) 22% Ambulatory • Large network of ASCs; result of several acquisitions in late 1990s Surgery & • Represents ~25% of total revenues •jjjjjjjjjM            Rehabilitative • On March 26,2007, HealthSouth’s surgery centers were acquired by Texas 135 10 26 Multi 28% ASCs • 78 of 135 US based short-stay facilities are jointly-owned with major not-for- •MMijHMl -Pain Mgmt (18%) • JYs provide benefit with branding, physician recruitment and payor • On January 8,2007, USPI was acquired by Welsh Carson 107 — 20 Multi (NA) NA            Acute Care • >$24 billion in total revenue; primary focus is general, acute hospitals and Hospitals psychiatric hospitals (182 facilities worldwide) •B • On July 24,2006, HCA was acquired by a consortium of sponsors including I            I 37 — 18 Ophthalmic (71%) 38% ASCs • Focus has been on single specialty — primarily cataract surgery

· Expanding specialties via ASC acquisitions and physician recruitment

· 10 of 3 7 facilities offer non-ophthalmic procedures

• High proportion of older patients; susceptible to government payor

- 11 8 Cardiac Surgery 49% Surgical • Single-specialty cardiac surgical hospitals licensed for overnight stays

(100%) Hospitals • Larger facility investment, longer development time

• Moratorium on physician ownership lifted has reduced overhang

59 4 ASCs 23 Multi 19 ASCs • Focused on broad number of high margin specialties and reliable payers -

with -GI (25%) particularly low reliance on government

hospital -Ortho (17%) • Holds majority stakes in ~75% of owned facilities

licenses -Pain Mgmt (16%) • Strategic partnerships with 8 regional healthcare systems

Source: Company filings and selected Wall Street research.

(1) Short-stay facilities are defined as ambulatory surgery centers and surgical hospitals. An ambulatory surgery center is licensed to perform certain outpatient procedures, while a surgical hospital is licensed and equipped to accommodate procedures that require an overnight stay.

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BEAR

STEARNS Project Saturn

Selected Comparable Companies

Upon consideration of operational and business mix factors that may impact valuation, we refined our universe of potential Saturn comparable companies.

Excluded Companies

Company            Rationale

___Recently determined that ASC business is non-core and divested it to Texas Pacific Group

Given relative size and contribution, HCA’s ASC business is not a meaningful contributor or factor in HCA’s valuation story

Recently taken private by a consortium of financial sponsors including Bain and KKR Selected Comparable Companies Company            Primary Secondary            Rationale • Multi-specialty pure play in short-stay facility space (operates mainly ASCs, but also operates several surgical

· Most similar to Saturn in terms of case mix and payor mix

,/ * Top specialties in terms of case mix for both USPI and Saturn include: orthopedic, pain management and GI

TC            H » Lower exposure to government payers

• Diversified mix of business results in less susceptibility to sweeping changes in reimbursement rates and/or

payor behavior with respect to certain procedures

• Valuation based on stock price one day prior to being acquired by Welsh Carson on January 8, 2007

\ J • From a life-cycle perspective, AmSurg is a maturing, established player in the space, albeit, primarily single-

· Historically, pursued a single-specialty strategy, but recently began an effort to expand its specialty offerings

• Smaller player that is earlier on the growth curve with high growth ambitions

· Smaller player, single-specialty cardiac surgical hospital operator

* • Surgical hospital focus is yielding higher growth opportunities given the recent expiration of the moratorium

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STEARNS Project Saturn

Equity Comparable Company Benchmarking

Enterprise Value/2006A EBITDA

20.0x -p —i— — [—— -p 20.0x

I Harmonic Mean = 11 .Ox            I Harmonic Mean = 12.2x 16.3x

16.0 ‘ 1 ‘ ‘ 1 ‘ 16.0

10o___... 12-0x 11.5x ln, 1 11.5x >‘

12.0 — lu’8x 10.4x 10.6x            y T 12.0

Actual Pro Forma Actual Pro Forma AmSurg USPI(1) Medcath Novamed

Saturn@Market(2) Satum@$22.35 Primary Comps Secondary Comps

Enterprise Value/2007E EBITDA

18.0X -p . -p 18.0X

1, .. Harmonic Mean = 9.7x iHarmonic Mean = 9.1x

12-0 — 9.6x 9.3x 10’6X 10’4x 9.4x 10.1’ 78x vJ_™

Wall Street Budget(3) Wall Street Budget(3) AmSurg USPI(1) Medcath Novamed

Saturn@Market(2) Saturn@$22.35 Primary Comps Secondary Comps

Source: Selected Wall Street research and Company filings.

(1) We note that United Surgical Partners valuation is based on the closing stock price on January 5, 2007, the latest unaffected price prior to Welsh Carson’s acquisition on January 8,2007. (2) Saturn enterprise value at market based on April 20,2007 closing price of $19.73. (3) Represents Budget as Adjusted.

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BEAR

STEARNS Project Saturn

Equity Comparable Company Benchmarking (cont.)

Price/2007E Earnings Per Share

40.0x -p , —— —- -p 40.0x

I Harmonic Mean =19.6x1 Harmonic Mean = 25.4x

32.0 ‘ 1 ‘ T —&£ 32.0

Wall Street Budget0’ Wall Street Budget0’ AmSurg USPI(2) Novamed Medcath

Saturn@Market(3) Saturn@$22.35 Primary Comps Secondary Comps

Price/2007E Earnings Per Share/Growth

3.00x -p —.— -p 3.00x

1.95x [Harmonic Mean = r0671 [Harmonic Mean = U6x]

Wall Street Budget0’ Wall Street Budget0’ AmSurg USPI(2) Novamed Medcath

Saturn@Market(3) Saturn@$22.35 Primary Comps Secondary Comps

Source: Selected Wall Street research and Company filings.

(1) Represents Budget as Adjusted. (2) We note that United Surgical Partners valuation is based on the closing stock price on January 5, 2007, the latest unaffected price prior to Welsh Carson’s acquisition on January 8,2007. (3) Saturn enterprise value at market based on April 20,2007 closing price of $19.73.

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BEAR

STEARNS Project Saturn

Comparable Company Analysis

Summary Valuation Metrics ($ in millions, except per share data)

Stock            Enterprise Value(3>/ Enterprise Value/

Price 52-Week            Equity            Enterprise            Revenue            EBITDA-MI P/E            P/E/G

Company 4/20/07 High            Value            Value            CY06A CY07E            CY08E CY06A            CY07E            CY08E            CY07E            CY08E 2007E

Primary: United Surgical Partners0’ $27.39 69.8% $1,310 $1,626 2.96x 2.73x 2.57x ll.Sx            lO.lx 9.2x 21.7x 18.9x 1.24x AmSurg 25.24 93.8% 780 929 2.11 1.87 1.69 10.6 9.4 8.7 17.9 17.3 1.19

Secondary:

MedCathCorp. $30.41 93.3% $660 $751 1.07x            l.Olx 0.84x 9.7x 7.8x 6.5x 29.2x 20.5x 1.46x

Novamed 6.72 78.1 177 244 2.39 1.86 1.54 16.3 11.0 8.7 22.4 17.7 0.90

Harmonic Mean 1.85x 1.65x 1.42x 11.6x 9.4x 8.1x 22.1x 18.5x 1.16x High 2.96 2.73 2.57 16.3 11.0 9.2 29.2 20.6 1.46 Low 1.07 1.01 0.84 9.7 7.8 6.5 17.9 17.3 0.90

Saturn @ Market

Wall Street $19.73 82.4% $437 $544 1.91x 1.71x 1.55x 10.8x 9.6x 8.5x 21.2x 18.4x 1.31x
Base Case 1.91 1.66 1.47 10.8 9.3 8.9 21.8 17.8 1.72

Growth Case 1.91 1.66 1.43 10.8 9.3 9.0 21.8 17.3 1.72

Saturn @ $22.35

Wall Street $22.35 93.4% $500 $606 2.12x 1.90x 1.72x 12.0x 10.6x 9.4x 24.0x 20.9x 1.48x

BaseCase(2> 2.12 1.84 1.63 12.0 10.4 9.8 24.7 20.1 1.95

Growth 2.12 1.84 1.58 12.0 10.4 9.8 24.7 19.5 1.95

Source: Comparable company information based on latest available public filings and selected Wall Street equity research. Note: Based on closing stock prices as of April 20,2007.

(1) Based on closing stock price on January 5,2007, prior to deal announcement. (2) Base and Growth Case enterprise value in 2008E includes acquisition spend of $56.4 million and $87.8 million, respectively. (3) Includes Balance Sheet Minority Interest.

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BEAR

STEARNS Project Saturn

Comparable Company Analysis (cont.)

Summary Operating Data and Statistics ($ in millions)

Revenue            EBITDA-MI Revenue Growth EBITDA-MI Margin CAGR 2006-2008

Company            CY06A            CY07E            CY08E            CY06A            CY07E CY08E CY07E CY08E            CY06A            CY07E            CY08E            Revenue            EBITDA-MI

Primary: United Surgical $573.0 $622.0 $662.0 $141.9 $161.5 $177.0 8.6% 6.4% 24.8% 26.0% 26.7% 7.5% 11.7% AmsurgCorp. 464.6 524.4 579.4 87.4 98.7 106.9 12.9 10.5 18.8 18.8 18.4 11.7 10.6

Secondary;

MedcathCorp. 718.3 760.3 918.8 77.6 96.4 116.0 5.8% 20.9% 10.8% 12.7% 12.6% 13.1% 22.3%

Novamed, Inc. 108.4 138.9 168.0 15.0 22.2 28.0 28.1 21.0 13.8 16.0 16.7 24.5 36.6

Mean 15.0% 15.4% 16.1% 17.5% 17.8% 15.3% 22.2% High 28.1 21.4 24.8 26.0 26.7 24.5 36.6 Low 5.8 6.4 10.8 12.7 12.6 7.5 9.7

Saturn:

Wall Street $301.5 $336.5 $372.3 $50.3 $56.9 $64.2 11.6% 10.6% 16.7% 16.9% 17.3% 11.1% 13.0%
Base Case 301.5 347.7 391.2 50.3 58.3 67.6 15.3 12.5 16.7 16.8 17.3 13.9 15.9

Growth Case 301.5 347.7 404.1 50.3 58.3 70.6 15.3 16.2 16.7 16.8 17.5 15.8 18.4

Source: Comparable company information based on latest available public filings and selected Wall Street equity research.

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STEARNS Project Saturn

Analysis of Forward P/E Multiples and Projected Growth Rates

NTM P/E Multiples Since Saturn IPO

46.0x y-j=-j=-j=-:=- y 46.0x

Since Saturn IPO Last Twelve Months Last Six Months Last Three Months

Low Mean High Low Mean High Low Mean High Low Mean High

USPI 16.6x 26.0x 33.8x USPI 16.6x 22.2x 27.6x USPI 17.9x 22.6x 24.1x USPI 23.5x 23.9x 24.1x

38.0 — AMSG 15.0 18.0 22.4 AMSG 15.0 17.1 20.8 AMSG 15.0 16.4 17.9 AMSG 15.5 16.7 17.9 38.0

Saturn 16.4 23.6 30.9 Saturn 16.4 20.3 24.1 Saturn 16.4 19.9 23.3 Saturn 19.7 21.1 23.3

14.0 -I 1 1 1 1 1 1- 14.0

3/04 9/04 3/05 9/05 4/06 10/06 4/07

Saturn AMSG USPI

Last Two Years Consensus Long-Term Mean EPS Growth Over Past Two Years(1)

25% 1 233% 238%233% 23/7% ,, ,,,, T 25%

22.6% 22.3% 21?% 22.3%

19.9% 1 20.0% I 19.9% ‘ ° 203i%wr on no/

20 -18.6%182% 19.0%19.4% 18.8%19.3% %18.0% “•« H ‘«*• ‘5’5/° ""*

Q4:04 Ql:05 Q2:05 Q3:05 Q4:05 Ql:06 Q2:06 Q3:06 Q4:06 Current (2)

• Saturn • AMSG            D USPI

Source: FactSet research system as of April 20,2007. (1) Based on IBES consensus estimates.

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BEAR STEARNS

Section 3-C

Precedent M&A Transactions Analysis

BEAR

STEARNS Project Saturn

Precedent Transactions: Short-Stay Surgical Facilities

($ in millions)

Date Equity Enterprise Enterprise Value/EBITDA            P/E

Announced            Target/Acquiror            Value            Value            LTM CY            CY+1 LTM            CY            CY+1

03/26/07 Healthsouth Surgery Division/Texas Pacific $928 $945 10. Ix 9.1x 8.5x NA NA            NA 01/07/07 USPI/Welsh Carson 1,492 1,807 12.7 11.1 10.2 28.6x 24.7x 21.4x 01/30/06 Surgis, Inc./USPI 157 196 13.9 10.3 NA 44.5 NA            NA 01/30.06 Surgis, Inc./USPI (Adjusted)0’ 157 196 10.2 8.2 NA 23.3 NA            NA 07/29/04 USPI—Spanish Subsidiary/Mercapital 192 253 11.4 9.0 NA 31.4 NA            NA

Harmonic Mean 11.9x 9.8x 9.3x 33.6x 24.7x 21.4x High 13.9 11.1 10.2 44.5 24.7 21.4 Low 10.1 9.0 8.5 28.6 24.7 21.4

Note: Forward multiples based on selected Wall Street research.

(1) Represents synergized multiples which include $5.0 million of cost savings. Excluded from harmonic mean.

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STEARNS Project Saturn

Saturn Implied Valuation

Based on Premium Paid and Multiple Implied in USPI and HS Transaction ($ and shares in millions)

Proposed Purchase Purchase

Transaction            Implied Valuation (a) Price Price

Price Per Share $22.35 $21.50 $22.00 $22.25 $31.05 NA

Premium to Current 13.3% 9.0% 77.5% 12.8% 13.4% NA

Net Equity Value $499.6 $479.4 $491.3 $497.2 $1,491.5 NA Add: Long Term Debt0’ 133.3 133.3 133.3 133.3 347.3 NA Less: Cash & Cash Equivalents0’ (26.9) (26.9) (26.9) (26.9) (31.7) NA

Enterprise Value $606.0 $585.8 $597.7 $603.6 $1,807.1 $945.0

2007 Acquisition Spend $56.4 $56.4 $56.4 $56.4 $60.0 $0.0

EBITDA-MI Multiples 2006A 12.0x 11.6x 11.9x 12.0x 12.7x lO.lx 2006A Pro Forma 11.5 11.1 11.4 11.5 12.0 10.1 2007E 10.4 10.1 10.3 10.4 11.1 9.1 2007E Pro Forma 10.3 9.9 10.1 10.2 11.0 9.1

EBITDA-MI/Multiple to Growth Rate 2006A Pro Forma 1.25x 1.21x 1.23x 1.25x 1.09x 1.13x 2007E Budget as Adjusted 1.13 1.09 1.11 1.12 1.00 1.02

P/E Multiples

2006A 26.5x 25.5x 26. Ix 26.4x 28.8x NA
2007E Budget as Adjusted 24.7 23.8 24.3 24.6 24.4 NA

P/E/Multiple to Growth Rate

2006A 2.09x 2.0 Ix 2.06x 2.08x 1.87x NA
2007E Budget as Adjusted 1.95 1.87 1.92 1.94 1.59 NA

Source: Saturn estimates per Saturn Management Model. HealthSouth estimates per 10K and selected Wall Street research. USPI EBITDA-MI estimates based on selected Wall Street research.

(1) Debt and cash as of December 31,2006 for United Surgical and as of March 31,2007 for Saturn.
(2) Multiple to Growth rate for Saturn based on growth rate from 2006 to 2012 and 2006 to 2011 for USPI.

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STEARNS Project Saturn

Recent ASC Precedent Transactions

HealthSQUth ($ in millions) USPI ($ in millions)

Acquirer: Texas Pacific Group            Equity Value: $928 Acquirer: Welsh Carson            Equity Value: $1,492

Target: Healthsouth Surgery Division            Enterprise Value: 945 Target: United Surgical Partners            Enterprise Value: 1,807

Announced: 03/26/07 Announced: 01/07/07

· Acquired at lO.lx last twelve months EBITDA-MI of $93.3 million

· Acquired at 12.7x last twelve months actual EBITDA-MI of $141.9

· Initially expected to fetch between $900-$1,100 million; however, deal million

announced at lower end of the range • Represents second time Welsh Carson has privately owned USPI

· Corporate G&A of approximately 3% of revenue United Surgical Partners 2006A 2007E

Healthsouth 2006A 2007E EBITDA-MI $141.9 $162.9

EBITDA-MI (Pre G&A) $115.4 $125.9 EV/EBITDA 12.7x 11. Ix

Corporate G&A(1) 22.1 22.6

EBITDA-MI (Post G&A) $93.3 $103.3
EV/EBITDA 10. Ix 9.1x

Revenue and EBITDA-MI Growth            Revenue and EBITDA-MI Growth

$1,200 -,— —r $160 $900 -,— —r $250

V&2£~ CAGl- CJe            CAGR*

$784 -120 6Qo TL ’ ? 2°°

2006A 2008E 2006A 2008E 2006A 2008E 2006A 2008E

Revenue EBITDA-MI Revenue EBITDA-MI

Source: Company filings and selected Wall Street equity research.

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BEAR STEARNS Project Saturn Recent ASC Precedent Transactions (cont.) Surgis, Inc. ($in millions) USPI-Spanish Subsidiary ($in millions) Acquirer: United Surgical Partners            Equity Value: $156.6 Acquirer: Mercapital            Equity Value: $191.5 Target: Surgis, Inc. Enterprise Value: 200.0 Target: USPI—Spanish Subsidiary            Enterprise Value: 260.0 Announced: 01/30/06 Adjusted EV: 195.8 Announced: 07/29/04 Adjusted EV: 253.0

· Acquired at 13.9x last twelve months EBITDA-MI of $14.1 million

· Acquired at 11.4x last twelve months EBITDA-MI of $22.3 million

· Corporate G&A of $10 million of which USPI expected to realize 50% in m Key player in gg healthcare privatization shift in Spain; entity

synergies served 17% of the Spanish population

· Synergized purchase multiple of 10.2x LTM EBITDA-MI, assuming $5.0

million of pre-tax synergies “ Growth in Spain’s private healthcare industry been driven in large part by

an increase in the number of employers offering private insurance as a

Surgis, Inc. LTM Actual LTM Adjusted benefit to their employees

EBITDA-MI (Before G&A) $24.1 $24.1 TT. , ,        ,

· High-growth market opportunity

Corporate G&A 10.1 5.0

EBITDA-MI (After G&A) $14.1 $19.1

2005 Corporate G&A % of EBITDA-MI Before G&A            Revenue and Revenue Growth

45 45 USPI-US            USPI-SPAIN

41-4% $350 -r- —.— -t $200

30 — III -3° *»- $207 IJJI $120.6 — H

• 19,% jl • mi            I            I — -

100 I 5°

°j—•—•—;—° ot-i , i, i , L_t r

Bighorn USPI Surgis Adjusted Surgis 2006A 2008E 2006A 2008E

Revenue EBITDA-MI

Source: Company filings and selected Wall Street equity research.

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STEARNS Project Saturn

Other Precedent Transactions: AcuteCare Hospitals

Multi-Facility Healthcare Services Companies ($ in millions)

Date Equity            Enterprise            Enterprise Value/EBITDA P/E Price/Earnings/Growth Target

Announced            Target/Acquirer            Value            Value            LTM CY            CY+1 LTM CY CY+1 LTM CY CY+1 EPS LTG

03/19/07 Triad, Inc./Community Health $4,952 $6,449 9.8x 8.6x 7.6x 24.2x 21.2x 18.5x 2.69x 2.35x 2.05x 9.0%

07/24/06 HCA/Bain Capital, KKR and Merrill Lynch 21,170 32,098 8.1 7.8 7.7 19.7 17.7 16.5 2.90 2.60 2.43 6.8
05/05/04 IASIS Healthcare Corp/Texas Pacific Group 738 1,302 8.1 7.3 NA 25.2 16.0 NA NA NA            NA NA

10/19/00 Quorum Health Group Inc./Triad Hospitals 1,420 2,096 7.5 6.6 NA 24.8 18.4 NA 1.64 1.22 NA 15.1

08/16/04 Province Healthcare Co./Lifepoint Hospitals 1,190 1,710 12.1 9.2 NA 25.3 19.8 NA 1.70 1.33 NA 14.9

07/23/04 Vanguard Health System/Blackstone Group 1,220 1,752 9.8 NA            NA 33.8 NA            NA NA NA            NA NA

Harmonic Mean 9.0x 7.8x 7.7x 24.9x 18.4x 17.4x 2.09x 1.68x 2.23x 11.5% High 12.1 9.2 7.7 33.8 21.2 18.5 2.90 2.60 2.43 15.1 Low 7.5 6.6 7.6 19.7 16.0 16.5 1.64 1.22 2.05 6.8

Note: Enterprise value before minority interest. Forward multiples based on selected Wall Street research.

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ee\R stb\rns

Section 4

Illustrative LBO Analysis

BEAR

STEARNS Project Saturn

Illustrative LBO Analysis: Management Base Case

5-Year IRR Return Sensitivities (Exit 2011)

Exit            Purchase Price Per Share

Multiple $21.50 $22.00 $22.25 $22.35

8.0x 4.0% 3.0% 2.5% 2.3%

9.0 9.1 8.1 7.5 7.3

10.0 13.5 12.4 11.8 11.6

1U) 17.3 16.1 15.6 15.4

Implied 2006PF Entry Multiple 11.Ix 11.4x ll.Sx ll.Sx

Premium 9.0% 11.5% 12.8% 13.3%

5-Year Cash Return Sensitivities (Exit 2011)

Exit            Purchase Price Multiple $21.50 $22.00 $22.25 $22.35 8.0x 1.2x 1.2x l.lx l.lx 9.0 1.5 1.4 1.4 1.4 10.0 1.8 1.7 1.7 1.7 1U) 2.1 2.0 2.0 2.0 Implied 2006PF Entry Multiple ll.lx 11.4x ll.Sx ll.Sx Premium 9.0% 11.5% 12.8% 13.3% • Assumes $400.0 million of debt at closing, of which $133.3 million will be used to refinance existing debt

· 10% sponsor equity give up to management

Source: Management Model Base Case.

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STEARNS Project Saturn

Illustrative LBO Analysis: Management Growth Case

5-Year IRR Return Sensitivities (Exit 2011)

Exit            Purchase Price

Multiple $21.50 $22.00 $22.25 $22.35

8.0x 11.1% 10.0% 9.5% 9.3%

9.0 16.5 15.3 14.8 14.6

10.0 21.1 19.9 19.3 19.1

1U) 25.1 23.9 233 23.0

Implied 2006PF Entry Multiple 11.Ix 11.4x ll.Sx ll.Sx

Premium 9.0% 11.5% 12.8% 13.3%

5-Year Cash Return Sensitivities (Exit 2011)

Exit            Purchase Price Multiple $21.50 $22.00 $22.25 $22.35 8.0x 1.6x 1.6x 1.5x 1.5x 9.0 2.1 2.0 1.9 1.9 10.0 2.5 2.4 2.3 2.3 11.0 2.9 2.8 2.7 2.7 Implied 2006PF Entry Multiple 11.Ix 11.4x ll.Sx ll.Sx Premium 9.0% 11.5% 12.8% 13.3% • Assumes $400.0 million of debt at closing, of which $133.3 million will be used to refinance existing debt

· 10% sponsor equity give up to management

Source: Management Model Growth Case.

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Section 5

Potential Parties to Contact During Go-Shop Period

BEAR

STEARNS Project Saturn

Strategic Buyers

($ in millions)

2007E Results Buyer Revenue Adj. EBITDA            Comments AmSurg $524 $99 • Second largest owner of ASCs; almost all GI centers • Continues to actively roll up surgery center properties; diversification opportunity USPI 622 162 • Demonstrated interest in surgical hospital business; provided indicative offer for NSH in 2005

· Recently acquired by Welsh Carson and would have synergies particularly at the Corporate G&A level

· Has expressed no interest in the past

HCA 27,071 4,143 • Large player in the ASC market and currently owns over 100 ASCs in the U.S. • Acquired in July 2006 by a consortium of sponsors lead by Bain and KKR, the Company is more focused on divestitures than acquisitions with planned LBO Healthsouth/ 752 103 • Large network of ASCs; 144 at December 31,2006 TPG • Recently acquired by Texas Pacific Group Davita 760 96 • Leading player in the kidney dialysis market • Recently completed ~$1.8 refinancing of debt and can pay a higher premium to diversify revenues Fresenius 8 500 1625 B Multi-facility-based dialysis centers • Similar operating dynamics as surgery center business; Saturn would be a diversification opportunity Lifepoint 2,673 482 • Strong recent results; trading very close to 52-week high Hospitals • New CEO, Bill Carpenter announced in June 2006 lasis Private Private • Privately held portfolio company of the Texas Pacific Group • Community-based acute-care hospital focus Universal Health 4,710 532 • Top-performing acute-care hospital stock in 2006 • Currently owns 7 ASCs in the U.S. MedCath 760 96 • Leader in cardiac specialty hospitals • Diversifying into Orthopedics may be an option Novamed 139 22 • New CEO has been very acquisitive since joining in 2005

· Too small to acquire Saturn independently; if partnered with a sponsor, may be an opportunity

· Current valuation may be too expensive for a sponsor partnership

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STEARNS Project Saturn

Financial Buyers

($ in millions)

Financial Sponsor            Approx. Fund Size            Comments

Court Square Capital $2,000 • Recently acquired Western Dental and is actively pursuing a health care services business
(flea Citigroup Venture Capital)

GTCR Golder Rauner, LLC 2,000 • Current health care portfolio companies include Capella Healthcare, CompBenefits,

Healthspring, Managed Health Care Associates and Trans Healthcare

JLL Partners 1,500 • Current investments include Medical Card System, IASIS Healthcare Group and Attentus

Health

J.W. Childs 1,750 • Recent investments include Cornerstone Healthcare Group, Insight Health Services, Sheridan

Healthcare, and Universal Hospital Services

Metalmark Capital 3,300 • Health services investments include Vanguard Health Systems, Cross Country Healthcare,

and SouthernCare

One Equity Partners 5,000 • Portfolio companies include Apollo Hospitals, Oncology Therapeutics Networks and

Quintiles Transnational

Onex 1,700 • Portfolio companies include Emergency Medical Services, Skilled Healthcare Group, Center

for Diagnostic Imaging and Res-Care

Summit Partners 3,000 • Portfolio companies include more than 16 properties in the health services sector

TA Associates 3,500 • Focuses on technology, financial services, healthcare, consumer, and business services.

Currently maintains investments in 24 health services-related businesses

Vestar Capital Partners 3,650 • Invests in industrial, consumer products, financial services, telecommunications, media, and

healthcare companies. Previous portfolio companies include Essent Healthcare

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BEAR

STEARNS Project Saturn

Financial Buyers (cont.)

($ in millions)

Financial Sponsor            Approx. Fund Size            Comments

Advent International $3,300 • Investments in the health services sector include Casa Reha (Germany), American Radiology

Services and Long-Term Care Group

Bear Stearns Merchant Banking 2,700 • Has actively pursued a number of healthcare investments and maintains interest in the sector
Diamond Castle Holdings 1,500 • Focuses on the energy and power, financial services, media and communications, healthcare,

and other diversified industries

Kelso & Company 2,100 • Invests in a variety of industries including general industrials, energy, Pharmaceuticals and

construction

Liberty Partners 1,800 • Extensive list of portfolio companies in the health services sector including American

Nursing Services, ConnectiCare, Healths, Internet Healthcare Group, Lumenos, P.A.S.C., Precyse Solutions, Regulus Group and SmileCare

J.P. Morgan Partners 6,500 • Active investor in health care services, including IASIS Healthcare, National Surgical Care

and FHC Health Systems

Oak Hill Capital Partners 2,500 • Invests in several industry sectors including healthcare

Willis Stein & Partners 1,800 • Focuses in the media, business services, consumer products and services, health care,

manufacturing, media and telecommunications industries. Current investments include Merit Health Systems

Lindsay Goldberg & Bessemer 2,040 • Invests in the sectors of basic manufacturing, commodity based manufacturing, financial and

business services, and healthcare. Current investments include Vanguard Health Systems

Olympus Partners 758 • Health services investments include AMN Healthcare and Club Staffing, Inc.
Quad-C Management 850 • Invests in several industry sectors including healthcare

Wind Point Partners 700 • Focuses on the business services, consumer products, healthcare, and industrial products

sectors including a current investment in Benchmark Medical

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BEAR STEARNS

Appendices

ee\R stb\rns

Appendix A

Supplemental Discounted Cash Flow Analysis Information

BEAR

STEARNS Project Saturn

Saturn DCF Analysis: Base Case

Free Cash Flow Model(1) ($ in millions, except per share data)

Projected

2007E 2008E 2009E 2010E 2011E 2012E

Revenue $347.7 $391.2 $408.1 $449.5 $483.0 $507.1

% Growth 15.3% 12.5% 4.3% 10.1% 7.5% 5.0%

EBITDA-MIPlan $58.3 $67.6 $70.4 $78.7 $85.1 $89.1

%Margm 16.8% 17.3% 17.2% 17.5% 17.6% 17.6%
% Growth 15.7 16.1 4.1 11.7 8.2 4.8

Less: Depreciation & Amortization ($16.7) ($19.0) ($19.8) ($21.6) ($23.2) ($24.3)

EBIT-MI $41.5 $48.6 $50.6 $57.0 $61.9 $64.8

%Margin 11.9% 12.4% 12.4% 12.7% 12.8% 12.8%
% Growth 12.4 17.2 4.0 12.8 8.5 4.7

Taxes ($16.2) ($19.0) ($19.7) ($22.2) ($24.1) ($25.3)

%Pre-TaxEBIT 39.0% 39.0% 39.0% 39.0% 39.0% 39.0%

Unlevered Net Income $25.3 $29.7 $30.8 $34.8 $37.7 $39.5 Plus: Depreciation & Amortization 16.7 19.0 19.8 21.6 23.2 24.3 Plus: Stock Comp Amortization 4.8 5.1 5.3 5.6 5.9 6.2 Less: Capital Expenditures (74.1) (13.2) (14.3) (57.6) (23.1) (17.4) Plus: Proceeds from Minority Partners — 0.7 0.7 0.7 0.7 0.7 Less: Change in Working Capital (0.2) (1.7) (1.6) (4.3) (3.2) (2.3) Less: Estimated FCF Generated in Ql:07 (8.1) — — — — -

Unlevered Free Cash Flow ($35.5) $39.6 $40.9 $0.8 $41.3 $51.1

PV of Unlevered FCF ($34.0) $34.4 $31.7 $0.5 $25.5 $28.2

Value Per Share ($M, except per share data) Assumptions ($ in millions)

PV of 2007-2012 Cash Flows $86.3 16.4% Discount Rate 12.0%
PV of Terminal Value 441.3 83.6 Terminal Multiple of Trailing EBITDA 9.5x

Enterprise Value $527.5 100.0% Implied Trailing Unlevered Net Income Multiple 21.4

Plus: Cash(2) 26.9 ~~ Normalized FCF-End of 2012 $46.7

Less: Debt(2) (133.3)

Equity Value $421.1 Terminal EBITDA $85.1

Net Fully Diluted Shares Outstanding 22.128 Multiple 9.5x

Equity Value Per Share I $19.03 I FVof Terminal Value $808.2

Implied Perpetual Growth Rate of Unlevered FCF 6.1%

(1) Based on Saturn Management Model Base Case
(2) Estimated Cash and Debt at March 31,2007.

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BEAR

STEARNS Project Saturn

Saturn DCF Analysis: Growth Case

Free Cash Flow Model(1) ($ in millions, except per share data)

Projected

2007E 2008E 2009E 2010E 2011E 2012E

Revenue $347.7 $404.1 $447.9 $524.7 $595.5 $659.0

% Growth 15.3% 16.2% 10.8% 17.1% 13.5% 10.7%

EBITDA-MIPlan $58.3 $70.6 $80.7 $98.4 $114.8 $129.4

% Margin 16.8% 17.5% 18.0% 18.8% 19.3% 19.6%
% Growth 15.7 21.1 14.3 22.0 16.7 12.7

Less: Depreciation & Amortization ($16.7) ($19.6) ($21.6) ($25.0) ($28.3) ($31.2)

EBIT-MI $41.5 $50.9 $59.1 $73.4 $86.5 $98.2

% Margin 11.9% 12.6% 13.2% 14.0% 14.5% 14.9%
%Growth 12.4 22.7 16.0 24.3 17.9 13.5

Taxes ($16.2) ($19.9) ($23.0) ($28.6) ($33.8) ($38.3)

%Pre-TaxEBIT 39.0% 39.0% 39.0% 39.0% 39.0% 39.0%

Unlevered Net Income $25.3 $31.1 $36.0 $44.8 $52.8 $59.9 Plus: Depreciation & Amortization 16.7 19.6 21.6 25.0 28.3 31.2 Plus: Stock Comp Amortization 4.8 5.1 5.3 5.6 5.9 6.2 Less: Capital Expenditures (74.1) (44.6) (46.1) (94.9) (61.6) (57.1) Plus: Proceeds from Minority Partners — 0.7 0.7 0.7 0.7 0.7 Less: Change in Working Capital (0.2) (2.9) (4.1) (7.7) (6.7) (6.1) Less: Estimated FCF Generated in Ql:07 (8.1) ___ Unlevered Free Cash Flow ($35.5) $9.0 $13.5 ($26.5) $19.4 $34.8

PV of Unlevered FCF ($34.0) $7.8 $10.4 ($18.3) $12.0 $19.2

Value Per Share ($M, except per share data) Assumptions ($ in millions)

PV of 2007-2012 Cash Flows ($2.9) (0.5%) Discount Rate 12.0%
PV of Terminal Value 640.7 100.5 Terminal Multiple of Trailing EBITDA 9.5x

Enterprise Value $637.8 100.0% Implied Trailing Unlevered Net Income Multiple 20.5

Plus: Cash(2) 26.9 Normalized FCF-End of 2012 $64.3

Less: Debt(2) (133.3)

Equity Value $531.4 Terminal EBITDA $114.8

Net Fully Diluted Shares Outstanding 22.430 Multiple 9.5x

Equity Value Per Share I $23.69 I FVof Terminal Value $1,090.7

Implied Perpetual Growth Rate of Unlevered FCF 6.4%

(1) Based on Saturn Management Projections—Growth Model.
(2) Estimated Cash and Debt at March 31,2007.

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ee\R stb\rns

Appendix B

Weighted Average Cost Capital Supplemental Materials

BEAR

STEARNS Project Saturn

Historical Predicted & Barra Beta Analysis

Quarterly Barra Betas

Q4;04 Ql;05 Q2;05 Q3:05 Q4;05 Ql:06 Q2;06 Q3:06 Q4;06 Ql;07

AMSG 0.58 0.49 0.47 0.34 0.56 0.40 0.54 0.49 0.51 0.41

USPI 0.57 0.64 0.68 0.71 0.78 0.62 0.68 1.01 0.87 0.65

MDTH 0.67 0.65 0.77 0.67 0.70 0.83 0.99 0.83 0.74 0.78

NOVA 0.93 0.98 0.69 0.75 0.55 0.43 0.27 0.27 0.36 0.53

Average 0.69 0.69 0.65 0.62 0.65 0.57 0.62 0.65 0.62 0.59

Saturn 0.68 0.69 0.67 0.63 0.70 0.51 0.63 0.98 0.84 0.66 ~

Historical 2-Year Weekly Betas

Q4;04 Ql;05 Q2;05 Q3:05 Q4;05 Ql:06 Q2;06 Q3:06 Q4;06 Ql;07

AMSG 0.53 0.60 0.62 0.68 0.77 0.69 0.64 0.69 0.47 0.68 USPI 0.78 1.14 1.11 1.21 1.15 0.95 1.00 0.77 0.67 0.64 MDTH 1.04 1.32 1.16 1.09 0.93 0.78 0.76 0.61 0.53 0.51

NOVA 0.65 0.56 0.60 1.01 0.98 0.86 0.80 0.80 0.72 0.68

Average 0.75 0.91 0.87 1.00 0.96 0.82 0.80 0.72 0.60 0.63

Saturn NA NA NA NA 1.30 1.35 1.43 1.49 1.26 1.26

Historical 5-Year Weekly Betas

Q4;04 Ql;05 Q2;05 Q3:05 Q4;05 Ql:06 Q2;06 Q3:06 Q4;06 Ql:07

AMSG 0.66 0.68 0.55 0.60 0.63 0.57 0.55 0.56 0.58 0.61
USPI            NA            NA            NA            NA NA            NA 0.52 0.65 0.72 0.71

MDTH            NA            NA            NA            NA NA            NA 0.66 0.69 0.74 0.82

NOVA 0.83 0.98 0.72 0.63 0.71 0.60 0.58 0.47 0.55 0.58

Average 0.75 0.83 0.64 0.62 0.67 0.59 0.58 0.59 0.65 0.68

Saturn NA NA NA NA NA NA NA NA NA NA

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