SUPPLEMENT
THIS SUPPLEMENT (the "Supplement") to the Voting Trust Agreement is entered into
by the parties hereto as of November 12, 1997.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Voting Trust Agreement.
WHEREAS, Warburg has entered into a Voting Trust Agreement (the "Voting
Trust Agreement"), dated April 15, 1997, by and among Warburg, Xxxxxx Ventures,
L.P., a Delaware limited partnership ("Warburg"), and Xxxxxxx X. Xxxxxxx, Xxxx
Xxxxxxxx and Xxxxxxxx X. Xxxx (who together with any successor or successors
hereunder are hereinafter called the "Trustees");
WHEREAS, Warburg deems it in its best interests, as well as in the best
interests of Coventry, to vest in the Trustees as herein provided the power to
vote any and all shares of the common stock, par value $0.01 per share of
Coventry (the "Common Stock") acquired by Warburg during the term of the Voting
Trust Agreement; and
WHEREAS, Warburg desires that any shares of Common Stock acquired during
the term of this Agreement be subject to the provisions of the Voting Trust
Agreement.
NOW, THEREFORE, in consideration of the mutual terms, conditions and other
agreements set forth herein, the parties hereto hereby agree to the following:
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1. The definition of the term "Stock" as used in the Voting Trust Agreement is
hereby supplemented to include, in addition to any shares of the capital stock
of Coventry issued to Warburg pursuant to the Purchase Agreement, any and all
shares of Common Stock otherwise purchased or acquired by Warburg during the
term of the Voting Trust Agreement. In all other respects, the Voting Trust
Agreement shall remain unchanged and shall remain in full force and effect.
2. This Supplement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
entirely within such State.
3. This Supplement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall be considered one
and the same agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Supplement to be
duly executed and delivered as of the date first above written.
WARBURG, XXXXXX VENTURES, L.P.
By: Warburg, Xxxxxx & Co., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
TRUSTEES:
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
/s/ Xxxx Xxxxxxxx
------------------
Name: Xxxx Xxxxxxxx
/s/ Xxxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxxx X. Xxxx
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