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EXHIBIT 4.6
HEALTHCARE FINANCIAL PARTNERS
April 15, 1997
Xxxxxx X. Xxxxx, President
The Company Doctor
0000 Xxxxx X'Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Dear Xxx:
This letter confirms the agreement between HealthCare Financial
Partners - Funding II. L.P. ("Lender") and The Company Doctor ("Borrower") with
regard to the warrants to purchase Borrower's stock to be issued to Lender in
conjunction with the term loan to be funded today. In this regard, Xxxxxxxx and
Xxxxxx agree:
1. Lender will receive 450,000 warrants to purchase Borrower's stock.
Such warrants will be unregistered but, with the exception of the
terms listed below, will be identical to those warrants currently
traded on Nasdaq under the symbol "CDOCW." Borrower shall have same
right to redeem the warrants as it has with the public warrants.
2. If Borrower registers the warrants within 120 days from the date
this letter agreement. Lender shall reduce its warrant position to
400,000 warrants.
3. During the period that Xxxxxx's warrants remain unregistered, the
warrants shall contain the following provisions:
a. If Borrower exercises its call option under all or any of the
publicly traded warrants, Lender shall have a demand
registration rights with respect to the common stock issuable
on exercise of the warrants.
b. A put option to be exercised at Xxxxxx's discretion any time
on or after the current maturity date of the term loan or on or
after the repayment of the loan, whichever is earlier. The
price to be paid pursuant to this put option shall be 5/6th of
the closing price of the public warrants. In lieu of paying the
"put," Borrower may provide Lender a demand registration right
with respect to the common stock issuable on the exercise of
the warrants.
c. Piggyback registration rights.
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Xxxxxx X. Xxxxx, President
April 15, 1997
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Nothing in this letter shall be construed to alter Section 10(j) of the term
loan (related to the performance of Xxxxxxxx during the fourth quarter of
Borrower's current fiscal year). In the event of any conflict between this
letter agreement and the registration rights agreement between the parties, the
terms of this letter agreement should govern.
The terms outlined shall be documented in full as quickly as possible
following the closing of the term loan and Xxxxxxxx's accounts receivable
facility.
We are excited about the prospects of The Company Doctor and look
forward to a mutually beneficial relationship.
Sincerely,
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Vice President/Senior Analyst
AGREED AND ACCEPTED:
THE COMPANY DOCTOR
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
