1
EXHIBIT 4.08
SUPPLEMENTAL AGREEMENT NO. 2
to
REGISTRATION RIGHTS AGREEMENT
by and among
QUINTILES TRANSNATIONAL CORP.
and
CERTAIN SHAREHOLDERS PARTY THERETO
This Supplemental Agreement No. 2 is dated as of June 10, 1997 and is
being entered into by and among Quintiles Transnational Corp., a North Carolina
corporation ("Quintiles"), and the other persons who have signed this
Agreement.
RECITALS
WHEREAS, this Agreement is supplemental to the Registration Rights
Agreement dated as of November 29, 1996, made between Quintiles and, among
others, the Holders listed in Annex A thereto, as supplemented by the
Supplemental Agreement dated as of February 11, 1997 among Quintiles and the
other parties thereto (the "RRA").
WHEREAS, the parties who have signed this Agreement constitute, in
accordance with clause 11(b) of the RRA, at least 90% of the outstanding
Registrable Securities, and wish to amend the RRA in the manner set forth
below.
THEREFORE, in consideration of the premises and agreements contained
herein the parties agree as follows:
1. DEFINITIONS
Unless otherwise indicated herein, terms defined in the RRA shall have
the same meanings herein.
2. AMENDMENT TO SECTION 2.2 OF RRA
2.1. Section 2.2(a) of the RRA is hereby amended as follows:
(i) to delete the reference to "5 million Registrable
Securities" and to insert in lieu thereof "one million Registrable
Securities," and
(ii) to delete from the second clause (i) of Section 2.2(a) the
phrase "4 million of".
2
3. MISCELLANEOUS
3.1. The provisions of Section 11 of the RRA are incorporated into
this Supplemental Agreement No. 2.
3.2. Save to the extent expressly specified in this Agreement, the
provisions of the RRA shall remain in full force and effect and are not amended
hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President, Finance,
Chief Financial Officer
/s/ X. X. Xxxxx
-----------------------------------------
XXXXXX XXXXXXX XXXXX
/s/ S. D. Xxxxx
-----------------------------------------
XXXXXX X. XXXXX
/s/ X. X. Xxxxx
/s/ S. D. Xxxxx
/s/ X. X. X. Xxxxxx
-----------------------------------------
TRUSTEES OF THE XXXXXX XXXXX
CHILDREN'S SETTLEMENT NO. 1
/s/ X. X. Xxxxx
/s/ S. D. Xxxxx
/s/ X. X. X. Xxxxxx
-----------------------------------------
TRUSTEES OF THE XXXXXX XXXXX
CHILDREN'S SETTLEMENT NO. 2
2
3
/s/ Xxxx Xxxxx
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
XXXX XXXXX AND
XXXXXXX XXXX XXXXX, AS TRUSTEES
OF THE TRUST CREATED BY XXXX
XXXXX AND DATED OCTOBER 4, 1996
/s/ Xxxx Xxxxx
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
XXXX XXXXX AND
XXXXXXX XXXX XXXXX, AS TRUSTEES
OF THE NO. 2 TRUST CREATED BY XXXX
XXXXX AND DATED OCTOBER 4, 1996
/s/ X. X. Xxxxx
-----------------------------------------
XXXXX XXXXXXX WHITE
/s/ X. X. Xxxxx
/s/ Xxxxx Xxxxx
-----------------------------------------
XXXXX XXXXX AND
XXXXX XXXXX, AS TRUSTEES OF THE
TRUST CREATED BY XXXXX XXXXX AND
DATED OCTOBER 4, 1996
3
