Amendment No. 3 to Amended and Restated Registration Rights Agreement by United Surgical Partners International, Inc.

Summary

This amendment, dated October 26, 1998, updates the Registration Rights Agreement between United Surgical Partners International, Inc. and various investors. It adds new parties as holders of specific share classes, granting them the same rights and obligations as existing holders under the agreement. The amendment is a required condition for closing a related securities purchase transaction involving over 9 million shares of Class A Common Stock. The agreement is governed by Delaware law and remains otherwise unchanged.

EX-4.3.4 9 0009.txt 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 Tucker Taylor, Alyce Craddock, Greg Koonsman and Jon O'Sullivan, 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, Tucker Taylor, Alyce Craddock, Greg Koonsman and Jon O'Sullivan 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/ DONALD STEEN Donald Steen Chief Executive