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EXHIBIT 99.4
AMENDMENT TO
SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT, dated as of December 31, 1998 (this "Amendment"), is
entered into by and among Eclipsys Corporation, a Delaware corporation (the
"Company"), Partners HealthCare Systems, Inc., a Massachusetts not-for-profit
corporation ("Partners"), General Atlantic Partners 38, L.P., a Delaware limited
partnership ("GAP 38"), General Atlantic Partners 28, L.P., a Delaware limited
partnership ("GAP 28"), GAP Coinvestment Partners, L.P., a New York limited
partnership ("GAP Coinvestment"), General Atlantic Partners 47, L.P., a Delaware
limited partnership ("GAP 47"), Xxxxxx X. Xxxxxx ("Xxxxxx"), Wilfam Ltd., a
Florida limited partnership ("Wilfam"), ALLTEL Information Services, Inc., an
Arkansas corporation ("Alltel"), First Union Corporation, a North Carolina
corporation ("FUCP"), BT Investment Partners, Inc., a Delaware corporation
("BT"), Xxxxx Xxxxxx & Co.,Inc., a Delaware corporation, A. Xxxxx Xxxxxx (Xxxxx
Xxxxxx & Co., Inc. and A. Xxxxx Xxxxxx are collectively referred to herein as
"Xxxxx Xxxxxx"), Xxxxxx Xxxxxxxxxx ("Xxxxxxxxxx"), St. Xxxx Venture Capital IV,
L.L.C., a Delaware limited liability company ("St. Xxxx"), Xxxxx Xxxxxxxx, Jr.
("Karmanos"), the Xxxxxxx Stockholders (as defined in the Agreeement (as defined
below)), Motorola, Inc., a Delaware Corporation ("Motorola"), and Warburg Pincus
Ventures, L.P., a Delaware limited partnership ("Warburg").
WHEREAS, the parties hereto (or their predecessors in interest) other
than Warburg are parties to a Second Amended and Restated Registration Rights
Agreement dated as of January, 1998 (the "Agreement"); and
WHEREAS, as contemplated by Section 6.17 of that certain Agreement and
Plan of Merger dated October 29, 1998 among the Company, Exercise Acquisition
Corp. and Transition Systems, Inc. (the "Merger Agreement"), the parties to the
Agreement desire to amend the Agreement, effective upon the closing of the
merger contemplated by the Merger Agreement (the "Merger"), to add Warburg as a
party thereto with the rights provided herein; and
WHEREAS, the Agreement can be amended by the Company and the existing
"Designated Holders" holding at least eighty-five percent (85%) of the existing
"Registrable Securities" owned by all of such Designated Holders;
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
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1. Effective upon the closing of the Merger, the Agreement shall
be amended as follows:
a. The definition of "Designated Holder" in Section 1 of the
Agreement shall be deleted and the following definition shall be substituted in
lieu thereof:
"'Designated Holder' means each of the Partners Stockholders, the
General Atlantic Stockholders, the Xxxxxx Stockholders, the Alltel
Stockholders, the FUCP Stockholders, the BT Stockholders, the Xxxxx
Xxxxxx Stockholders, the Manolovici Stockholders, the St. Xxxx
Stockholders, the Karmanos Stockholders, the Xxxxxxx Stockholders, the
Motorola Stockholders and the Warburg Stockholders and any transferee
of any of them to which Registrable Securities have been transferred in
accordance with the provisions of this Agreement, other than a
transferee to whom such securities have been transferred pursuant to a
registration statement under the Securities Act or Rule 144 or
regulation S under the Securities Act."
b. The following two definitions shall be added to Section 1:
"'Warburg' means Warburg Pincus Ventures, L.P., a Delaware limited
partnership.
'Warburg Stockholders' means Warburg and any Affiliate thereof to which
Registrable Securities are transferred."
c. Section 3(a) of the Agreement shall be deleted and the
following shall be substituted in lieu thereof:
"(a) Request for Demand Registration. At any time after six
months following the IPO Effectiveness Date, the Xxxxxx Stockholders,
the General Atlantic Stockholders, the Partners Stockholders, the
Alltel Stockholders, the FUCP Stockholders, the BT Stockholders, the
Motorola Stockholders or the Warburg Stockholders may make a written
request to the Company to register (each of such Xxxxxx Stockholders,
General Atlantic Stockholders, Partners Stockholders, Alltel
Stockholders, FUCP Stockholders, BT Stockholders, Motorola Stockholders
or Warburg Stockholders making such request being referred to
hereinafter as the 'Initiating Holder'), under the Securities Act and
under the securities or 'blue sky' laws of any jurisdiction reasonably
designated by such holder or holders, the number of Registrable
Securities, the offer and sale of which shall result in net proceeds
(after expenses and underwriting commissions and discounts) to such
Initiating Holder of at least $5,000,000 (a 'Demand Registration'), and
the Company shall use its reasonable efforts to cause such Demand
Registration to become and remain effective not
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later than three (3) months after it receives a request for a Demand
Registration; provided, however, that the Company shall not be required
to effect more than one Demand Registration at the request of the
Xxxxxx Stockholders, two Demand Registrations at the request of the
General Atlantic Stockholders, one Demand Registration at the request
of the Partners Stockholders, one Demand Registration at the request of
the Alltel Stockholders, one Demand Registration at the request of the
FUCP Stockholders, one Demand Registration at the request of the BT
Stockholders, two Demand Registrations at the request of the Motorola
Stockholders and one Demand Registration at the request of the Warburg
Stockholders, and provided further that, if (x) the Initiating Holder
is a Motorola Stockholder, (y) the Motorola Stockholders' Registrable
Securities may not then be sold pursuant to Rule 144 under the
Securities Act (whether or not subject to the volume limitations
thereof), and (z) the Motorola Stockholders request the registration of
all of their Registrable Securities, then the Company shall be required
to effect a Demand Registration at the request of the Motorola
Stockholders even if the offer and sale of all of the Motorola
Stockholders' Registrable Securities shall result in end proceeds to
the Motorola Stockholders of less than $5,000,000. For purposes of the
preceding sentence, two or more registration statements filed in
response to one demand shall be counted as one registration statement.
If at the time of any request to register Registrable Securities
pursuant to this Section 3(a), the Company is engaged in, or has fixed
plans to engage in within three months of the time of such request, a
registered public offering or is engaged in any other activity which,
in the good faith determination of the Board of Directors of the
Company, would be adversely affected by the requested registration to
the material detriment of the Company, then the Company may at its
option direct that such request be delayed for a reasonable period not
in excess of three months from the effective date of such offering or
the date of completion of such other material activity, as the case may
be, such right to delay a request to be exercised by the Company not
more than once in any one-year period. In addition, the Company shall
not be required to effect any Demand Registration within three months
after the effective date of any other Registration Statement of the
Company. Notwithstanding the foregoing, a Demand Registration may not
be initiated by:
(i) (x) the Partners Stockholders within 12 months of
the effective date of any Registration Statement of the Company in
which: (1) the Partners Stockholders were offered an opportunity to
register Registrable Securities pursuant to Section 3(b) or Section 4
and (2) none of the Registrable Securities requested by the Partners
Stockholders for inclusion in such Registration Statement were excluded
pursuant to the last sentence of Section 3(e) or Section 4(a), or (y)
the Motorola Stockholders within 12 months of the effective date of any
Registration Statement of the Company in which: (1) the
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Motorola Stockholders were offered an opportunity to register
Registrable Securities pursuant to Section 3(b) or Section 4 and were
eligible to participate in such registration; and (2) none of the
Registrable Securities requested by the Motorola Stockholders for
inclusion in such Registration Statement were excluded pursuant to the
last sentence of Section 3(e) or Section 4(a); or
(ii) any of the Xxxxxx Stockholders, the General
Atlantic Stockholders, the FUCP Stockholders, the BT Stockholders or
the Warburg Stockholders within 12 months of the effective date of any
Registration Statement of the Company (x) filed in response to a
request for a Demand Registration pursuant to this Section 3(a), and
(y) in which the Designated Holders were offered an opportunity to
register Registrable Securities in such Demand Registration pursuant to
Section 3(b); or
(iii) the Motorola Stockholders before the second
anniversary of this Agreement; or
(iv) the Warburg Stockholders prior to January 1,
2000.
Each request for a Demand Registration by the Initiating Holders shall
state the amount of the Registrable Securities proposed to be sold and
the intended method of disposition thereof. Upon a request for a Demand
Registration, the Company shall promptly take such steps as are
necessary or appropriate to prepare for the registration of the
Registrable Securities to be registered."
d. Section 10(e)(xiv) of the Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
"(xiv) if to Warburg:
Warburg Pincus Ventures, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
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(xv) if to any other Designated Holder, at its address
as it appears on the record books of the Company."
2. Except as expressly amended herein, the Agreement is hereby
confirmed to remain in full force and effect.
3. Capitalized terms used herein and not otherwise defined herein shall
have the meaning ascribed to such terms in the Agreement.
4. The recitals set forth above are hereby incorporated herein and made
a part hereof for all purposes.
5. This Amendment may be executed in multiple counterpart signatures.
6. This Amendment shall become effective upon its execution by Warburg,
the Company, and existing Designated Holders holding at least eighty-five
percent (85%) of the existing Registrable Securities owned by all of the
existing Designated Holders; provided, however, that this Amendment shall not
become effective in any event until the closing of the Merger.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Amendment on the date first written above.
ECLIPSYS CORPORATION
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
President
PARTNERS HEALTHCARE SYSTEMS, INC.
By: /s/ XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
Title: Vice President
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GENERAL ATLANTIC PARTNERS, 38, L.P.
By: GENERAL ATLANTIC PARTNERS,
LLC, its general partner
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Attorney in Fact
GENERAL ATLANTIC PARTNERS, 28, L.P.
By: GENERAL ATLANTIC PARTNERS,
LLC, its general partner
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Attorney in Fact
GENERAL ATLANTIC PARTNERS, 47, L.P.
By: GENERAL ATLANTIC PARTNERS,
LLC, its general partner
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Attorney in Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Attorney in Fact
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WILFAM, LTD.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Managing General Partner
/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
ALLTEL INFORMATION SERVICES, INC.
By: /s/ XXXXXXX X. XXX
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Name: Xxxxxxx X. Xxx
Title: President
FIRST UNION CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx, XX
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Name: Xxxxxxxxx X. Xxxxxx, XX
Title: Senior Vice President
BT INVESTMENT PARTNERS, INC.
By: /s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: Principal
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XXXXX XXXXXX & Co., Inc.
By: /s/ A. XXXXX XXXXXX
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Name: A. Xxxxx Xxxxxx
Title: President and Chief
Executive Officer
/s/ A. XXXXX XXXXXX
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A. XXXXX XXXXXX
/s/ XXXXXX XXXXXXXXXX
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XXXXXX XXXXXXXXXX
ST. XXXX VENTURE CAPITAL IV, L.L.C.
By: /s/ XXXXXXX X. XXX
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Name: Xxxxxxx X. Xxx
Title: General Partner
/s/ XXXXX XXXXXXXX, JR.
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XXXXX XXXXXXXX, JR.
/s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX
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/s/ XXXXXXX XXXXXXX
------------------------------------------
XXXXXXX XXXXXXX
XXXXXXX X. XXXXXXX AND XXXXXXX
X. XXXXX, TRUSTEES OF THE XXXXXXX X.
XXXXXXX FAMILY TRUST U/T/A DATED
9/3/93
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX, TRUSTEE OF THE
XXX X. XXXXXXX 1990 TRUST U/T/A
DECEMBER 28, 1990
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXX, TRUSTEE OF THE
XXX X. XXXXXXX 1990 TRUST U/T/A
DECEMBER 28, 1990
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
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MOTOROLA, INC.
By: /s/ X. X. XXXXXXX
---------------------------------
Name:
Title:
WARBURG PINCUS VENTURES, L.P.
By: WARBURG, XXXXXX & CO., its
General Partner
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: General Partner
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