Exhibit 4.6
REGISTRATION RIGHTS AMENDING AGREEMENT
THIS AGREEMENT made the 23rd day of December, 2000 by and among Golder,
Thoma, Xxxxxxx, Xxxxxx V., L.P. and GTCR Associates V (collectively, "GTCR"),
Xxxxxx X. Xxxxxx, AJLCO Realty Limited, Ditlent Holdings SPRL, SDLCO Holdings
Ltd., Arfall Holdings SPRL, SPLCO Holdings Ltd., Asteroid Holdings SPRL, EPLCO
Realty Group Ltd., MELCO Holdings Corp., Mooster Holdings SPRL, JILCO Holdings
Ltd., Kakao Holdings SPRL and Xxxxxx Xxxxxx (collectively, the "Xxxxxx Group;
and together with GTCR, the "Stockholders").
WHEREAS the parties hereto, or their successors-in-interest, entered into
a registration rights agreement made as of the 4th day of March, 1997 among
Dynacare Inc. (the "Company"), Golder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P.,
Xxxxxx X. Xxxxxx, MELCO Holdings Corp., SDLCO Holdings Ltd., EPLCO Holdings
Ltd., EPLCO Realty Group Ltd., JILCO Holdings Ltd. and AJLCO Realty Limited, as
amended (the "Registration Rights Agreement"). All capitalized terms used herein
and not otherwise defined have the meanings attributed thereto in the
Registration Rights Agreement;
AND WHEREAS the parties hereto entered into a waiver with respect to their
registration rights in respect of the initial public offering of the common
shares of the Company that was completed on November 22, 2000 (the "IPO");
AND WHEREAS the parties have agreed to further amend the Registration
Rights Agreement in order to provide for an equitable adjustment to their
arrangements as a result of the granting of such waiver;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto agree as follows:
1. GTCR shall have registration rights, in priority to the Xxxxxx Group, to
the extent required in order that the proportionate shareholdings between
the Xxxxxx Group and GTCR prior to the completion of such initial public
offering shall be reinstated. As a result of such priority, GTCR shall be
given the first right of opportunity to exercise registration rights and
to sell shares in any offering pursuant to such registration rights in
order to give effect to the foregoing. GTCR shall provide reasonable
notice to the Xxxxxx Group of its intentions in connection with the
exercise of the priority registration rights provided for herein.
2. GTCR may decline to exercise such priority registration rights in respect
of one or more sales of common shares pursuant to the Registration Rights
Agreement, without in any way affecting the validity of the priority
registration rights with respect to any future sale or sales of common
shares in the capital stock of the Company. If GTCR declines to exercise
such priority registration rights in respect of any sale or sales of
common shares in the capital of
the Company, the Xxxxxx Group shall be entitled to sell common shares
subject to the provisions of the Registration Rights Agreement, any
lock-up agreement and applicable law.
3. This Agreement shall be of no further force and effect (a) when the
proportionate shareholdings of the Xxxxxx Group and GTCR are the same as
such proportionate shareholdings prior to completion of the IPO or (b)
when GTCR has declined to fully exercise its priority registration rights
on at least two occasions, whichever shall first occur.
4. This Agreement may be executed simultaneously in two or more counterparts,
any one of which need not contain the signatures of more than one party,
but all such counterparts taken together shall constitute one and the same
Agreement.
5. This Agreement shall be interpreted in accordance with the laws of the
Province of Ontario.
Dated this 23rd day of December, 2000.
GOLDER, THOMA, XXXXXXX,
XXXXXX V, L.P.
By: /s/ [ILLEGIBLE]
---------------------------------
GTCR ASSOCIATES V
By: /s/ [ILLEGIBLE]
---------------------------------
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MELCODYN INC. SDLCO HOLDINGS LTD.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
SDLCODYN INC. EPLCO HOLDINGS LTD.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
EPLCODYN REALTY INC. EPLCO REALTY GROUP LTD.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
EPLCODYN HOLDINGS INC. MELCO HOLDINGS CORP.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
JILCODYN HOLDINGS INC. JILCO HOLDINGS INC.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
AJLCO REALTY LIMITED /s/ Xxxxxx X. Xxxxxx
---------------------------------
By: /s/ [ILLEGIBLE] XXXXXX X. XXXXXX
---------------------------------
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DITLENT HOLDINGS SPRL
By: /s/ Xxxxxx Xxxxxx
---------------------------------
ARFALL HOLDINGS SPRL
By: /s/ Xxxxxx Xxxxxx
---------------------------------
ASTEROID HOLDINGS SPRL
By: /s/ Xxxxxx Xxxxxx
---------------------------------
MOOSTER HOLDINGS SPRL
By: /s/ Xxxxxx Xxxxxx
---------------------------------
KAKAO HOLDINGS SPRL
By: /s/ Xxxxxx Xxxxxx
---------------------------------
/s/ Xxxxxx Xxxxxx
---------------------------------
XXXXXX XXXXXX
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