EXHIBIT 4.3.4
AMENDMENT NO. 3
TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 3 to the Amended and Restated Registration Rights
Agreement, dated as of October 26, 1998 (the "Amendment"), among United
Surgical Partners, International, Inc., a Delaware corporation (the "Company")
and the several other parties named at the foot hereof, amending the Amended
and Restated Registration Rights Agreement dated as of April 30, 1998 among the
Company and the several signatories thereto (the "Registration Rights
Agreement"). All capitalized terms used and not defined herein shall have the
meaning set forth in the Securities Purchase Agreement dated as of the date
hereof (the "Securities Purchase Agreement") among the Company and the several
other parties named therein.
On the date hereof, the Company and the Purchasers are consummating the
transactions contemplated by the Securities Purchase Agreement pursuant to which
the Company has agreed to sell to the Purchasers from time to time an aggregate
9,157,356 shares of the Company's Class A Common Stock, $.01 par value ("Class A
Common Stock").
It is a condition to the closing of the transactions contemplated by the
Securities Purchase Agreement that the Company and the parties hereto execute
this Amendment.
Pursuant to Section 13(d) of the Registration Rights Agreement, the
Registration Rights Agreement is hereby amended as follows:
1. Each WCAS/HC Purchaser, other than Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxx
Xxxxxxxx and Xxx X'Xxxxxxxx, is hereby made a party to the Registration Rights
Agreement with the same rights and obligations as a holder of "Restricted Stock"
(with respect to the shares of Class A Common Stock purchased by such WCAS/HC
Purchaser pursuant to the Securities Purchase Agreement) as set forth in the
Registration Rights Agreement.
2. Each Management Purchaser, Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx
and Xxx X'Xxxxxxxx is hereby made a party to the Registration Rights Agreement
with the same rights and obligations as a holder of "Investor Shares" (with
respect to the shares of Class A Common Stock purchased by such individual
pursuant to the Security Purchase Agreement) as set forth in the Registration
Rights Agreement.
3. The Registration Rights Agreement, as amended by this Amendment, is
hereby in all respects confirmed.
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware.
5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
UNITED SURGICAL PARTNERS
INTERNATIONAL, INC.
By /s/ XXXXXX XXXXX
Xxxxxx Xxxxx
Chief Executive
