EXHIBIT 4.5
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between United Surgical Partners
International, Inc. (the "Company") and First Union National Bank, dated
as of June 13, 2001, as it may be amended (the "Rights Agreement"), the
terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be evidenced
by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. As described in the Rights Agreement, Rights
issued to or acquired by any Acquiring Person or any Affiliate or
Associate thereof (each as defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder,
shall, under certain circumstances, become null and void.
