AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of June 3, 1997, to the Rights
Agreement, dated as of January 26, 1995, between Coastal
Physician Group, Inc. (formerly known as Coastal Healthcare
Group, Inc.) (the "Company"), and First Union National Bank of
North Carolina, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined
therein); and
WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement in accordance with Section 27 of the Rights
Agreement;
NOW THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment;
the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is amended to read
in its entirety as follows:
(a) "Acquiring Person" shall mean any
Person (as such term is hereinafter defined)
who or which, together with all Affiliates and
Associates (as such terms are hereinafter
defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter
defined) of 20% or more of the Common Shares
then outstanding, but shall not include (i)
the Company or any Subsidiary (as hereinafter
defined) of the Company, (ii) any employee
benefit plan (including, but not limited to,
any employee stock ownership plan) of the
Company or any Subsidiary of the Company or
any Person organized, appointed or established
by the Company or such Subsidiary as a
fiduciary for or pursuant to the terms of any
such employee benefit plan, (iii) any Person
who would otherwise be an "Acquiring Person"
but for the good faith determination by the
Board of Directors of the Company that such
Person has become an "Acquiring Person"
inadvertently, provided that such Person
together with its Affiliates and Associates
divest themselves as promptly as practicable
of beneficial ownership of a sufficient number
of Common Shares so that such Person together
with its Affiliates and Associates
beneficially own less than 20% of the Common
Shares or (iv) Xx. Xxxxxx X. Xxxxx or any of
his Affiliates and Associates, or any Person
or entity who becomes such a Beneficial Owner
due to a gift or bequest of Xx. Xxxxxx X.
Xxxxx or any of his Affiliates and Associates
(the persons in this clause (iv) are
hereinafter referred to collectively as the
"Xxxxx Group"), so long as the members of the
Xxxxx Group do not, individually or in the
aggregate, become the beneficial owners of
more than 55 % of the Common Shares. For
purposes of determining the number of Common
Shares beneficially owned by members of the
Xxxxx Group, any shares of which any member of
the Xxxxx Group obtains beneficial ownership
upon the exercise of options granted to them
on, prior or subsequent to January 26, 1995
pursuant to the terms of any stock option or
other employee benefit plan of the Company
shall be included; however, notwithstanding
anything contained herein to the contrary,
shares issued by the Company to Xx. Xxxxxx X.
Xxxxx or any other member of the Xxxxx Group
on or subsequent to December 27, 1996 in full
or partial satisfaction of any obligation owed
by the Company or any of its Subsidiaries to
Xx. Xxxxxx X. Xxxxx or any other member of the
Xxxxx Group shall not be included.
Notwithstanding the foregoing, no Person shall
become an "Acquiring Person" as a result of an
acquisition of Common Shares by the Company
which, by reducing the number of Common Shares
outstanding, increases the proportionate
number of shares beneficially owned by such
Person to 20% or more or, in the case of the
Xxxxx Group, to more than 55%, of the Common
Shares of the Company then outstanding;
provided, however, that if a Person shall
become the Beneficial Owner of 20% or more or,
in the case of the Xxxxx Group, of more than
55%, of the Common Shares of the Company by
reason of share purchases by the Company and
shall, after such share purchases by the
Company, become the Beneficial Owner of any
additional Common Shares of the Company in
excess of such thresholds other than as a
direct or indirect result of any corporate
action taken by the Company, then such Person
shall be deemed to be an "Acquiring Person."
2. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended
hereby.
3. The foregoing amendment shall be effective as of the
date hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the day and year first
written above.
COASTAL PHYSICIAN GROUP, INC.
(formerly known as COASTAL
HEALTHCARE GROUP, INC.)
By: /S/ W. Xxxxxxx Xxxxxxxxx
Name: /S/ W. Xxxxxxx Xxxxxxxxx
Title: Chief Financial Officer
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Rights Agent
By:/S/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
