Amendment No. 2 to Amended and Restated Registration Rights Agreement by United Surgical Partners International, Inc. and Purchasers

Summary

This amendment, dated July 31, 1998, is between United Surgical Partners International, Inc. and several named purchasers. It modifies the existing Registration Rights Agreement to add the purchasers as parties with the same rights and obligations as holders of investor shares, specifically regarding shares issued in connection with the merger of Health Horizons, Inc. into the company. The amendment is a required condition for closing the merger and is governed by Delaware law.

EX-4.3.3 8 0008.txt EXHIBIT 4.3.3 AMENDMENT NO.2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 2 to the Amended and Restated Registration Rights Agreement, dated as of July 31, 1998 (the "Amendment"), is entered into by and among United Surgical Partners International, Inc., a Delaware corporation (the "Company"), and the parties named at the foot hereof (each of such parties being hereinafter referred to individually as a "Purchaser" and collectively as the "Purchasers"). amending the Amended and, Restated Registration Rights Agreement dated as of April 3O, 1998, as amended among the Company and the several signatories thereto (the "Registration Rights Agreement"). On the date hereof, the Company and Health Horizons, Inc. ("HHI"), a Delaware corporation in which Purchasers own stock, are consummating the transactions contemplated by the Agreement and Plan of Reorganization, dated as of July 29, 1998 (the Merger Agreement"), pursuant to which HHI will merge into the Company, resulting in the issuance to the Purchasers of certain shares of the Company's Class A Common Stock, par value $.01 per share ("Class A Common Stock") (such shares of Class A Common Stock issued to the Purchasers, either as a result of said merger or upon any conversion of shares of the Company's Series B Convertible Preferred Stock, par value $.01 per share, issued to the Purchasers in said merger, being hereinafter collectively called the "Shares"). It is a condition to the closing of the transactions contemplated by the Merger Agreement that the Company and the Purchasers 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 "Investor Shares" (with respect to the Shares) as set forth in the Registration Rights Agreement. 2. The Registration Rights Agreement, as amended by this Amendmen4 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 origina1. but all of which together shall constitute one and the same instrument. UNITED SURGICAL PARTNERS INTERNATIONAL, INC. By /s/ DONALD STEEN Donald Steen Chief Executive Officer PURCHASERS /s/ EDWARD W. KARRELS /s/ CHARLES MORTON Edward W. Karrels Charles Morton /s/ MICHAEL W. BARTON /s/ CHARLES McKAY Michael W. Barton Charles McKay /s/ JEFFREY L. STOCKARD /s/ JEFF GAW Attorney in Fact for David Gaw Jeffrey L. Stockard David Gaw /s/ ALICE J. CHARRON /s/ SANDRA HOLSHOUSER Alice J. Charron Sandra Holshouser -2-