EXHIBIT 4.3.7
AMENDMENT NO. 6
TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO.6 to the Amended and Restated Registration Rights Agreement,
dated as of March 27, 2000 (the "Amendment"), among United Surgical Partners
International, Inc., a Delaware corporation (the "Company"), WELSH, CARSON,
XXXXXXXX & XXXXX VII, L.P., a Delaware limited partnership ("WCAS VII"), FFT
PARTNERS I, L.P., a Delaware limited partnership, FFT EXECUTIVE PARTNERS I,
L.P., a Delaware limited partnership (together with FFT Partners I, L.P., "FFT
Partners"), WCAS CAPITAL PARTNERS III, L.P., a Delaware limited partnership
("WCAS CP III") and the several other purchasers named in Annex I hereto (such
purchasers, WCAS VII, FFT Partners and WCAS CP III being hereinafter at times
referred to individually as a "Purchaser" and collectively as the "Purchasers"),
amending the Amended and Restated Registration Rights Agreement dated as of
April 30, 1998, as amended, 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 (other than WCAS CP III) an
aggregate 20,000 shares of the Company's Series C Convertible Preferred Stock,
$.01 par value ("Series C Preferred Stock") and has agreed to sell to WCAS CP
III an aggregate 1,500,000 shares of the Company's Class A Common Stock, $.01
par value (the "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 Purchaser 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 and Series C Preferred Stock
purchased by such individual pursuant to the Securities Purchase Agreement and
the Class A Common Stock issued upon the conversion of the Series C Preferred
Stock) as set forth in the Registration Rights Agreement.
2. The Registration Rights Agreement as amended by this Amendment, is
hereby in all respects confirmed.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware.
4. 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 Officer
WELSH, CARSON, XXXXXXXX
& XXXXX VII, L.P.
By: WCAS VII Partners L.P.
General Partner
By: /s/ XXXXXXXX X. RATHER
Xxxxxxxx X. Rather
General Partner
WCAS CAPITAL PARTNERS III, L.P.
By: WCAS CP III Associates, L.L.C.
General Partner
By: /s/ XXXXXXXX X. RATHER
Xxxxxxxx X. Rather
Attorney-in-Fact
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HC Partners
General Partner
By: /s/ XXXXXXXX X. RATHER
Xxxxxxxx X. Rather
Attorney-in-Fact
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxx
Xxxxxx X. XxXxxxxxx
Xxxxx XxxXxxxx
Xxxxxxx X. Xxxxxx
D. Xxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. xxXxxxxx
Xxxx X. Xxxxxxx
Xxxxxx Xxxxx
Xxxx Xxxxxxx
/s/ XXXXXXXX X. RATHER
Xxxxxxxx X. Rather
Attorney-in-Fact
/s/ XXXXXX XXXXXX
Xxxxxx Xxxxxx
/s/ XXXXXXXX X. RATHER
Xxxxxxxx X. Rather
FFT PARTNERS I, L.P.
By Xxxxxx Xxxxxxx Xxxxxxxx & Co., LLC
General Partner
By:/s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: General Partner
FFT EXECUTIVE PARTNERS I, L.P.
By Xxxxxx Xxxxxxx Xxxxxxxx & Co., LLC
General Partner
By:/s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: General Partner
