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EXHIBIT 4
AMENDMENT NO. 1 TO
NOTE CONVERSION AGREEMENT
The Note Conversion Agreement dated as of September 29th, 1995 by and
between Xxxxxx & Xxxxxxx Capital Group, Inc. (the "Company") and Confia, S.A.,
Institucion de Banca Multiple, Abaco Grupo Financiero, a banking corporation
incorporated under the laws of the United Mexican States ("Confia") is hereby
amended as follows:
1. Amendments.
1.1 From and after the day hereof, the definition of the term
"Note" in Section 1 is hereby amended to delete the date of
"September 30, 1995" in clause (i) and to insert in lieu
thereof "November 10, 1995."
1.2 From and after the day hereof, Section 2 is hereby amended to
add the following sentence: "Confia further agrees to lend the
Company an additional $10,000,000 on or prior to November 10,
1995."
2. Miscellaneous. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, excluding that body
of laws relating to conflict of laws. Except as specifically amended
hereby, the Note Conversion Agreement shall remain in full force and
effect in accordance with its existing terms, but each reference in
the Note Conversion Agreement to "this Agreement," "hereunder,"
"hereof" or words of like import, and references to the Note
Conversion Agreement in any and all instruments or documents in
connection therewith shall, except where the context otherwise
requires, be deemed a reference to the Note Conversion Agreement as
amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first written above.
XXXXXX & XXXXXXX CAPITAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx, III
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Name: Xxxxxxx X. Xxxxx, III
Title: President & Chief Executive Officer
CONFIA, S.A., INSTITUCION DE BANCA
MULTIPLE, ABACO GRUPO FINANCIERO
By: /s/ Xxxxx Xxxxxxx Coppel
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Name: Xxxxx X. Xxxxxxx Xxxxxx
Title: Responsible Regional -
Monterrey
