Exhibit 4.6
[Letterhead of The Meditrust Companies]
April 30, 1998
The Holders who are parties to
that certain Registration Rights Agreement
dated January 3, 1998
c/o Xxxxxxx X. Xxxxxxx
Suite 3200
Texas Commerce Bank Tower
000 Xxxx Xxxxxx
Xxxx Xxxxx, XX 00000
RE: REGISTRATION RIGHTS AGREEMENT DATED JANUARY 3, 1998
Dear Xx. Xxxxxxx:
Reference is made to that certain Registration Rights Agreement dated
January 3, 1998 (the "Registration Rights Agreement") by and between Meditrust
Corporation (the "Company"), Meditrust Operating Company ("OPCO") and each of
the signatories thereto (collectively, the "Holders"). All capitalized terms
used in this letter without definition shall have the meanings ascribed to them
in the Registration Rights Agreement.
In consideration of the Holders entering into Amendment No. 1 dated of
even date herewith to the Shareholders Agreement dated January 3, 1998 by and
among the Company, OPCO and the Holders, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and OPCO agree that the third sentence of Section 2(a) of the
Registration Rights Agreement shall be amended to read as follows:
"The Company and OPCO agree to use reasonable efforts to keep the Shelf
Registration Statement (or any amendment thereto or replacement or
successor thereto) continuously effective until the earlier of (a) five
(5) years from the Effective Date or the date on which the applicable
Holders (or Distributee or other Holder Transferees) no longer hold any
Registrable Securities.
Xx. Xxxxxxx X. Xxxxxxx
April 30, 1998
Page 2
The Company and OPCO also further acknowledge that the remaining terms
and conditions of the Registration Rights Agreement not specifically addressed
by this letter agreement remain in full force and effect.
Very truly yours,
/S/XXXXX X. XXXXXX
---------------------------
Xxxxx X. Xxxxxx
President
Meditrust Corporation
/S/XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Secretary
Meditrust Operating Company
