Amendment No. 6 to Amended and Restated Registration Rights Agreement by United Surgical Partners International, Inc. and Purchasers

Summary

This amendment, dated March 27, 2000, updates the Registration Rights Agreement between United Surgical Partners International, Inc. and several investment entities, including Welsh, Carson, Anderson & Stowe VII, L.P., FFT Partners, and WCAS Capital Partners III, L.P. The amendment adds new purchasers as parties to the agreement, granting them the same rights and obligations regarding certain shares of stock. It is a required condition for closing a related stock purchase transaction. The agreement is governed by Delaware law.

EX-4.3.7 12 0012.txt 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, ANDERSON & STOWE 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/ DONALD STEEN Donald Steen Chief Executive Officer WELSH, CARSON, ANDERSON & STOWE VII, L.P. By: WCAS VII Partners L.P. General Partner By: /s/ JONATHAN M. RATHER Jonathan M. Rather General Partner WCAS CAPITAL PARTNERS III, L.P. By: WCAS CP III Associates, L.L.C. General Partner By: /s/ JONATHAN M. RATHER Jonathan M. Rather Attorney-in-Fact WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HC Partners General Partner By: /s/ JONATHAN M. RATHER Jonathan M. Rather Attorney-in-Fact Patrick J. Welsh Russell L. Carson Bruce K. Anderson Richard H. Stowe Andrew M. Paul Thomas E. McInerney Laura VanBuren Rudolph E. Rupert D. Scott Mackesy Robert A. Minicucci Anthony J. deNicola Paul B. Queally Sanjay Swani Sean Traynor /s/ JONATHAN M. RATHER Jonathan M. Rather Attorney-in-Fact /s/ LAUREN MELKUS Lauren Melkus /s/ JONATHAN M. RATHER Jonathan M. Rather FFT PARTNERS I, L.P. By Ferrer Freeman Thompson & Co., LLC General Partner By:/s/ CARLOS A. FERRER Name: Carlos A. Ferrer Title: General Partner FFT EXECUTIVE PARTNERS I, L.P. By Ferrer Freeman Thompson & Co., LLC General Partner By:/s/ CARLOS A. FERRER Name: Carlos A. Ferrer Title: General Partner