EXHIBIT 10.36
AMENDMENT NO. 1 TO EQUITY CALL AGREEMENT
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THIS AGREEMENT, dated as of July __, 1997, is among Physician Health
Corporation, a Delaware corporation (the "Company"), Weston Presidio Capital II,
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L.P. ("WPC"), Metroplex Hematology/Oncology Associates L.L.P., a Texas limited
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liability partnership ("Metroplex") and the other Investors and Additional
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Investors signing below. The parties agree as follows:
1. EQUITY CALL AGREEMENT; DEFINITIONS. This Agreement amends the Equity
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Call Agreement dated as of June 16, 1997 (the "Equity Call Agreement"), among
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the Company, WPC, Metroplex, BancBoston Ventures, Inc., Mercury Asset Management
plc, on behalf of Rowan Nominees Limited, and NatWest Ventures Investments
Limited. Capitalized terms not otherwise defined in this Agreement are used as
defined in the Equity Call Agreement.
2. AMENDMENT OF EQUITY CALL AGREEMENT. The Equity Call Agreement is
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amended as follows, effective as of the date hereof:
2.1 Amendment of Recital (b). Recital (b) is amended to read in its
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entirety as follows:
"(b) Certain of the Investors are investing $9,791,901 in the Company's
Series B Redeemable Convertible Preferred Stock (the "Series B Voting
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Preferred") and in warrants to purchase Voting Common Stock of the Company (the
"Voting Common Stock Warrants") on the date hereof pursuant to a Securities
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Purchase Agreement dated as of the date hereof among the Company and the
Investors (as from time to time in effect, the "Securities Purchase Agreement").
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Pursuant to the Securities Purchase Agreement, the Investors have agreed to
invest an additional $6,210,620 in the Company's Series B Voting Preferred and
Series B Non-Voting Redeemable Convertible Preferred Stock (the "Series B Non-
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Voting Preferred" and together with the Series B Voting Preferred, the "Series B
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Stock") and in Voting Common Stock Warrants and warrants to purchase Non-Voting
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Common Stock of the Company (the "Non-Voting Common Stock Warrants" and together
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with the Voting Common Stock Warrants, the "Purchase Warrants") on the Payment
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Date pursuant to this Agreement."
2.2 Amendment of Exhibit 1. Exhibit 1 to the Equity Call Agreement is
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amended to read in its entirety as Exhibit 1 attached hereto.
3. JOINDER OF ADDITIONAL INVESTORS. The parties signing on the signature
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pages below as "Additional Investors" join in and become party to the Equity
Call Agreement as Investors.
4. GENERAL. Except to the extent expressly amended hereby, the provisions
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of the Equity Call Agreement shall remain unmodified and are confirmed as being
in full force and effect. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. This
Agreement, the Equity Call Agreement and the other items referred to herein or
therein constitute the entire understanding of the parties hereto with respect
to the subject matter hereof and thereof and supersede all present and prior
agreements, whether written or oral. This Agreement is intended to take effect
as a sealed instrument and may be executed in any number of counterparts, which
together shall constitute one instrument and shall be governed by and construed
in accordance with the laws (other than the conflict of laws rules) of The
Commonwealth of Massachusetts, and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
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The undersigned have executed this Agreement under seal as of the date
first above written.
PHYSICIAN HEALTH CORPORATION
By
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Title:
WESTON PRESIDIO CAPITAL PARTNERS II, L.P.
By: WESTERN PRESIDIO CAPITAL
MANAGEMENT II, L.P.
By
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General Partner
BANCBOSTON INVESTMENTS INC.
By
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Title:
MERCURY ASSET MANAGEMENT plc, on
behalf of ROWAN NOMINEES LIMITED
By:
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Title:
NATWEST VENTURES INVESTMENTS LIMITED
By:
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Title:
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Additional Investors: ST. XXXX VENTURE CAPITAL IV, LLC
By:
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Title:
PARTECH U.S. PARTNERS III C.V.
By:
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Title:
U.S. GROWTH FUND PARTNERS C.V.
By:
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Title:
AXA U.S. GROWTH FUND LLC
By:
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Title:
DOUBLE BLACK DIAMOND II LLC
By:
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Title:
ALMANORI LIMITED
By:
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Title:
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MULTINVEST LIMITED
By:
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Title:
NATIONAL CITY VENTURE CORPORATION
By:
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Title:
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Exhibit 1
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EXHIBIT 1 TO EQUITY CALL AGREEMENT
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Number of Shares of Number of Purchase
Series B Stock Warrants and Purchase
Name and Address and Purchase Price Price
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WESTERN PRESIDIO CAPITAL 621,000 shares of Series B Voting Common Stock Warrants
PARTNERS II, L.P. Voting Preferred (convertible for 62,100 shares of Voting
Xxx Xxxxxxx Xxxxxx into 621,000 shares of Voting Common Stock at an exercise
Xxxxxx, XX 00000 Common Stock) at a purchase price of $248,151.60 and a
Tel: (000) 000-0000 price of $2,484,000 purchase price of $248.40.
Fax: (000) 000-0000
BANCBOSTON INVESTMENTS 186,300 shares of Series B Voting Common Stock Warrants
INC. Voting Preferred (convertible for 18,630 shares of Voting
000 Xxxxxxx Xxxxxx into 186,300 shares of Voting Common Stock at an exercise
31st Floor Common Stock) at a purchase price of $74,445.48 and a
Xxxxxx, XX 00000 price of $745,200. purchase price of $74.52.
Tel: (000) 000-0000
Fax: (000) 000-0000
MERCURY ASSET
MANAGEMENT PLC 124,200 shares of Series B Voting Common Stock Warrants
ON BEHALF OF ROWAN Voting Preferred (convertible for 12,420 shares of Voting
NOMINEES into 124,200 shares of Voting Common Stock at an exercise
LIMITED Common Stock) at a purchase price of $49,630.32 and a
c/o EGL Holdings price of $496,800 purchase price of $49.68
0000 Xxxxxxxxx-Xxxxxxxx Xxxx
Xxxxxxxx 000, Xxxxx 000
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
NATWEST VENTURE
INVESTMENTS LIMITED 62,100 shares of Series B Voting Voting Common Stock Warrants
c/o EGL Holdings Preferred (convertible into for 6,210 shares of Voting
0000 Xxxxxxxxx-Xxxxxxxx Xxxx 62,100 shares of Voting Common Stock at an exercise
Xxxxxxxx 000, Xxxxx 000 Common Stock) at a purchase price of $24,815.16 and a
Xxxxxxx, XX 00000 price of $248,400 purchase price of $24.84.
Tel: (000) 000-0000
Fax: (000) 000-0000
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Number of Shares of Number of Purchase
Series B Stock Warrants and Purchase
Name and Address and Purchase Price Price
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ST. XXXX VENTURE CAPITAL
IV, LLC 186,300 shares of Series B Voting Common Stock Warrants
c/o St. Xxxx Venture Capital, Inc. Voting Preferred for 18,630 shares of Voting
Normandale Office Park, Suite (convertible into 186,300 Common Stock at an
1940 shares of Voting Common Stock) exercise price of $74,445.48
0000 Xxxxxxxxxx Xxxx Xxxx. at a purchase price of and a purchase price of $74.52.
Xxxxxxxxxxx, XX 00000 $745,200.
Tel: 000-000-0000
Fax: 000-000-0000
PARTECH U.S. PARTNERS III
C.V. 99,366 shares of Series B Voting Voting Common Stock Warrants
c/o Partech International Preferred (convertible into for 9,937 shares of Voting
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 99,366 shares of Voting Common Stock at an
Xxx Xxxxxxxxx, XX 00000 Common Stock) exercise price of $39,708.25
Tel: 000-000-0000 at a purchase price of and a purchase price of $39.75.
Fax: 000-000-0000 $397,464.00
U.S. GROWTH FUND 54,199 shares of Series B Voting Voting Common Stock Warrants
PARTNERS C.V. Preferred (convertible into for 5,420 shares of Voting
c/o Partech International 54,199 shares of Voting Common Stock at an exercise
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Common Stock) at a purchase price of $21,658.32 and a
Xxx Xxxxxxxxx, XX 00000 price of $216,796.00 purchase price of $21.68.
Tel: 000-000-0000
Fax: 000-000-0000
AXA U.S. GROWTH FUND
LLC 27,099 shares of Series B Voting Voting Common Stock Warrants
c/o Partech International Preferred (convertible into for 2,710 shares of Voting
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 27,099 shares of Voting Common Stock at an exercise
Xxx Xxxxxxxxx, XX 00000 Common Stock) at a purchase price of $10,829.16 and a
Tel: 000-000-0000 price of $108,396.00 purchase price of $10.84.
Fax: 000-000-0000
DOUBLE BLACK DIAMOND II,
LLC 3,613 shares of Series B Voting Voting Common Stock Warrants
c/o Partech International Preferred (convertible into 3,613 for 361 shares of Voting
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 shares of Voting Common Stock) Common Stock at an
Xxx Xxxxxxxxx, XX 00000 at a purchase price of exercise price of $1,442.56
Tel: 000-000-0000 $14,452.00. and a purchase price of $1.44.
Fax: 000-000-0000
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Number of Shares of Number of Purchase
Series B Stock Warrants and Purchase
Name and Address and Purchase Price Price
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ALMANORI LIMITED
c/o Partech International
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 1,373 shares of Series B Voting Voting Common Stock Warrants
Xxx Xxxxxxxxx, XX 00000 Preferred (convertible into 1,373 for 137 shares of Voting
Tel: 000-000-0000 shares of Voting Common Stock) Common Stock at an exercise
Fax: 000-000-0000 at a purchase price of price of $547.45 and a purchase
$5,492.00 price of $0.55.
MULTINVEST LIMITED 650 shares of Series B Voting Voting Common Stock Warrants
c/o Partech International Preferred (convertible into 650 for 65 shares of Voting Common
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 shares of Voting Common Stock) Stock at an exercise price of
Xxx Xxxxxxxxx, XX 00000 at a purchase price of $259.74 and a purchase price of
Tel: 000-000-0000 $2,600.00 $0.26.
Fax: 000-000-0000
NATIONAL CITY VENTURE 186,300 shares of Series B Non- Non-Voting Common Stock
CORPORATION Voting Preferred (convertible Warrants for 18,630 shares of
0000 X. 0xx Xxxxxx into 186,300 shares of Non- Non-Voting Common Stock at an
Suite 1010 Voting Common Stock) exercise price of $74,445.48
Xxxxxxxxx, XX 00000 at a purchase price of and a purchase price of $74.52.
Tel: 000-000-0000 $745,200.
Fax: 000-000-0000
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