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EXHIBIT 4.7
CONSENT
Reference is made to the Amended and Restated Securities Purchase
Agreement dated as of April 2, 1997 (the "Securities Purchase Agreement") by and
among Warburg, Xxxxxx Ventures, L.P., Franklin Capital Associates III L.P. and
Coventry Corporation; the capitalized terms herein shall have the meanings set
forth in the Securities Purchase Agreement, except as herein noted. The
undersigned, Warburg, Xxxxxx & Co., as General Partner, on behalf of Warburg,
Xxxxxx Ventures, L.P. hereby consents to the transactions contemplated by the
Capital Contribution and Merger Agreement (effective as of November 3, 1997, and
amending and restating the Capital Contribution and Share Exchange Agreement
dated November 3, 1997) ("Merger Agreement") to be executed by and among
Principal Health Care, Inc., Principal Mutual Life Insurance Company, Principal
Holding Company, Coventry Health Care, Inc. (a Delaware corporation), Coventry
Health Care, Inc. (a Maryland corporation) and Coventry Corporation in
substantially the same form as the copy most recently provided to the
undersigned or to counsel for the undersigned, and to waive any and all rights
to which Warburg, Xxxxxx Ventures, L.P. would otherwise be entitled solely as a
result of the transactions contemplated by the Merger Agreement, and in
furtherance of such waiver, to agree, as Majority Noteholder, to an amendment to
the terms of the Notes, the Warrant and the Series A Preferred Stock so as to
provide that the issuance of the consideration to Principal Health Care, Inc.
("PHC") described in Section 1.6 of the Merger Agreement, including the warrant
attached as Exhibit 1 thereto (the "PHC Warrant"), will not result in an
anti-dilution adjustment, as described in Section 10 of the Securities Purchase
Agreement (with respect to the Notes), Section 6 of the Certificate of
Designation and Section 3 of the Warrants.
It is acknowledged that the parties to the Merger Agreement are
relying upon this Consent as a condition to entering into said Merger Agreement.
WARBURG, XXXXXX VENTURES, L.P.
By: Warburg, Xxxxxx & Co., General Partner
By: /s/ XXXXXXX X. XXXXXXX
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(Signature)
XXXXXXX X. XXXXXXX
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(Print Name)
Title: Managing Director
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Dated: December 18, 1997
