EXHIBIT 9.2
AMENDMENT AND JOINDER TO THE SECOND AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT
AGREEMENT (this "Agreement") dated as of October 27, 1997 by and among
PHYSICIAN HEALTH CORPORATION (the "Company"), PARIBAS PRINCIPAL INCORPORATED
("PPI"), PARIBAS CAPITAL FUNDING LLC ("PCF') and certain other shareholders of
the Company. Capitalized terms herein which are not otherwise defined herein
shall have the meanings set forth in the Stockholders Agreement described below.
W I T N E S S E T H:
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WHEREAS, on June 16, 1997, the Company and certain of the stockholders of
the Company entered into the Second Amended and Restated Stockholders Agreement
(the "Stockholders Agreement");
WHEREAS, simultaneously with the execution and delivery of this Agreement,
PPI and the Company have entered into a Securities Purchase Agreement (the "New
Securities Purchase Agreement") pursuant to which the Company will issue, and
PPI will subscribe for, certain shares of Series B Preferred Stock, par value
$.01 per share, of the Company (the "Series B Preferred Stock") and certain
purchase warrants (the " PPI Purchase Warrants") exercisable into Common Stock
of the Company;
WHEREAS, simultaneously with the execution and delivery of this Agreement,
PCF and the Company have entered into a Warrant Purchase Agreement (the "PCF
Warrant Purchase Agreement") pursuant to which the Company will issue, and PCF
will subscribe for certain purchase warrants (the "PCF Purchase Warrants", and
together with the PPI Purchase Warrants, the "Purchase Warrants") exercisable
into Common Stock of the Company;
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to (i) PPI's obligation to purchase the Series B Preferred Stock and
the PPI Purchase Warrants pursuant to the New Securities Purchase Agreement and
(ii) PCF's obligation to purchase the PCF Purchase Warrants pursuant to the PCF
Warrant Purchase Agreement.
NOW, THEREFORE, IT IS AGREED:
(S)1.0 Amendment and Joinder. (a) For purposes of the Stockholders
---------------------
Agreement, (i) each of PPI and PCF shall be deemed to be "Weston Investors" , as
such term is defined in the Stockholders Agreement and Schedule A of the
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Stockholders Agreement shall be deemed to be amended to include each of PPI and
PCF, (ii) each of the New Securities Purchase Agreement and the PCF Warrant
Purchase Agreement shall be deemed to be included in the definition of the
"Purchase Agreement" as such term is defined in the Stockholders Agreement;
(iii) the Purchase Warrants and any contingent warrants issued in respect of the
Preferred Stock shall be deemed to be included in the definition of "Warrants"
as such term is defined in the Stockholders Agreement and (iv) the Series B
Preferred Stock issuable pursuant to the New Securities Agreement shall be
deemed to be included in the definition of "Preferred Stock" as such term is
defined in the Stockholders Agreement.
(b) The Stockholders Agreement is hereby amended to delete Sections 7.,3
and 7.4 thereof, in their entirety, and insert the following new Sections 7.3
and 7.4 in lieu thereof;
"(S)7.3 Amendments, Waiver and Consents. Any provision in this Agreement
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to the contrary notwithstanding, changes in or additions to this Agreement
may he made, and compliance with any covenant or provision herein set forth
maybe omitted or waived, only by written agreement signed by (a) the
Company and (b) Stockholders holding an aggregate of at least
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a majority of the shares of Common Stock held by the Stockholders, on an as
converted/exercised basis and if, in each such case, copies of such
modification are delivered to any parties who did nor execute the same;
provided, however, that no such modification adversely affecting any
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Stockholder shall be made without the prior written consent of such
Stockholder.
(S)7.4 Binding Effect, Assignment. This Agreement shall be binding upon
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and inure to the benefit of the personal representatives, successors and
assigns of the respective parties hereto. The Company shall not have the
right to assign its rights or obligations hereunder or any interest herein
without obtaining the prior Written consent of the Stockholders holding an
aggregate of at least a majority of the shares of Common Stock held by the
Stockholders, on an as converted/exercised basis. The Stockholders and the
Investors may assign or transfer their rights under this Agreement to the
extent permitted herein and by the other agreements between the respective
parties and the Company."
___________________________________
Xxxxx Xxxxx Xxxxx
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
___________________________________
Xxxxxx X. Xxxxx, Ph.D.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
___________________________________
H. Xxxxxx Xxxxx
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
___________________________________
J. Xxxxxxx Xxxxxxx, M.D.
CEO, PHC MidWest, Inc.
000 Xxxxx Xxx Xxxxxx Xxxx, Xxxxx 000
Xx. Xxxxx, XX 00000-0000
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ST. XXXX VENTURE CAPITAL IV, LLC
___________________________________
By:
Title:
NATIONAL CITY VENTURE CORPORATION
___________________________________
By:
Title:
BANCBOSTON INVESTMENTS INC.
___________________________________
By:
Title:
___________________________________
Xxxxx X. Xxxxxx
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
___________________________________
Xxxxxx Xxxxxxx, Jr.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
___________________________________
Xxxxxx Xxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
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The undersigned have executed this Agreement as of the date written next t
their signatures.
PHYSICIAN HEALTH CORPORATION
___________________________________
By:
Title:
PARIBAS PRINCIPAL INCORPORATED
___________________________________
By:
Title:
PARIBAS CAPITAL FUNDING LLC
___________________________________
By:
Title:
WESTON PRESIDIO CAPITAL II, L.P.
By: WESTON PRESIDIO CAPITAL
MANAGEMENT II, L.P.
___________________________________
By:
Title:
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