1
EXHIBIT 4.6
CONSENT
Reference is made to the Amended and Restated Securities Purchase
Agreement dated as of April 2, 1997 (the "Securities Purchase Agreement") by and
among Warburg, Xxxxxx Ventures, L.P., Franklin Capital Associates III L.P. and
Coventry Corporation; the capitalized terms herein shall have the meanings set
forth in the Securities Purchase Agreement, except as herein noted. The
undersigned, Warburg, Xxxxxx & Co., as General Partner, on behalf of Warburg,
Xxxxxx Ventures, L.P. hereby consents to the transactions contemplated by the
Capital Contribution and Share Exchange Agreement by and between Principal
Health Care, Inc., Principal Mutual Life Insurance Company, Principal Holding
Company, Coventry Health Care, Inc. and Coventry Corporation and dated as of
November 3, 1997 ("Exchange Agreement"), to waive any and all rights to which
Warburg, Xxxxxx Ventures, L.P. would otherwise be entitled solely as a result of
the transactions contemplated by the Exchange Agreement, and in furtherance of
such waiver, to agree, as Majority Noteholder, to an amendment to the terms of
the Notes, the Warrant and the Series A Preferred Stock so as to provide that
the issuance of the consideration to Principal Health Care, Inc. ("PHC")
described in Section 1.5 of the Exchange Agreement, including the warrant
attached as Exhibit 2 thereto (the "PHC Warrant"), will not result in an
anti-dilution adjustment, as described in Section 10 of the Securities Purchase
Agreement (with respect to the Notes), Section 6 of the Certificate of
Designation and Section 3 of the Warrants.
It is acknowledged that the parties to the Exchange Agreement are
relying upon this Consent as a condition to entering into said Exchange
Agreement.
WARBURG, XXXXXX VENTURES, L.P.
By: Warburg, Xxxxxx & Co., General Partner
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------------
(Signature)
XXXXXXX X. XXXXXXX
-------------------------------------------
(Print Name)
Title: Managing Director
------------------------------------
Dated: November 3, 1997
