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AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
PHP HEALTHCARE CORPORATION
AND
CERTAIN STOCKHOLDERS OF
PHP HEALTHCARE CORPORATION
Dated as of April 30, 1997
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AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") is entered into as of
April 30, 1997 by and between PHP Healthcare Corporation, a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxx,
Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Trustee Under Trust Indenture
dated October 1, 1985, FBO Xxxxxxxx X. Xxxxxxx, Xxxxxxx X.
Xxxxxxx, Grantor, Xxxxx X. Xxxxxxx, Trustee Under Trust Indenture
dated October 1, 1985, FBO Xxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx,
Grantor and Xxxxxxx X. Xxxxxxx (collectively, the
"Stockholders").
WHEREAS, the Company and the Stockholders have entered into
a Registration Rights Agreement, dated as of February 24, 1997
(the "Registration Rights Agreement"); and
WHEREAS, the Company and the Stockholders desire to amend
the Registration Rights Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises
and the mutual covenants contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Section 4.8 is amended and restated in its entirety as
follows:
4.8. Termination.
This Agreement shall terminate on May 31, 1999;
provided, however, that if the Company, in violation of this
Agreement, fails to effectuate a Demand Registration for which a
Demand Registration Notice was timely delivered to the Company,
the Company shall continue to be required to effectuate such
Demand Registration and maintain its effectiveness until the
earlier of (x) the Eligible Shares thereunder are sold in
accordance with the method of distribution or (y) one year from
the date of such effectiveness.
2. This Amendment shall be effective simultaneously with the
closing of the Xxxxx Sale (as defined in Amendment No. 1 to the
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Employment Agreement).
3. Except as specifically amended herein, the provisions of the
Registration Rights Agreement shall continue in full force and
effect as set forth therein
4. This Amendment may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original
and all of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth above.
PHP HEALTHCARE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive V.P. & C.F.O.
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX,
Trustee Under Trust Indenture
dated October 1, 1985
FBO Xxxxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxx, Grantor
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX,
Trustee Under Trustee Indenture
dated October 1, 1985,
FBO Xxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxx, Grantor
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX