EXHIBIT 3.9
FIFTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Fifth Amendment to Registration Rights Agreement ("Amendment") is an
amendment to the Registration Rights Agreement, made as of May 28, 1992, by and
among Xxxxxx International, Inc. ("Company") and security holders of Company who
executed such agreement ("Stockholders") as amended by the First Amendment to
Registration Rights Agreement dated December 2, 1994, the Second Amendment to
Registration Rights Agreement dated February 3, 1995, the Third Amendment to
Registration Rights Agreement dated September 28, 1995, and Fourth Amendment to
Registration Rights Agreement dated June 18, 1996 ("Registration Rights
Agreement"), is made as of October 1, 1996, by and among Company and
Stockholders.
RECITALS
A. Purchaser listed on Schedule 1 ("Purchaser") of the Securities Purchase
Agreement of even date ("October Agreement") is purchasing a Warrant to Purchase
Class A Common Stock of even date ("Warrant") and a Senior Subordinated Note of
New West Acquisition Corp., Inc., a Delaware corporation. The Warrant entitles
the holder of such Warrant to purchase a maximum thirty thousand (30,000) shares
of Company's Class A Common Stock
B. It is a condition precedent to Purchaser's purchase of the Warrant and Senior
Subordinated Note pursuant to the October Agreement, that it becomes a party to
the Registration Rights Agreement as amended pursuant to this Amendment with all
rights and obligations set forth therein.
NOW, THEREFORE, the parties agree as follows:
1 DEFINITIONS. As used in this Amendment, the terms contained in this Amendment
shall have the same meaning as set forth in the Registration Rights Agreement,
except as otherwise specifically described herein.
2 STOCKHOLDER. Upon execution of a counterpart to the Registration Rights
Agreement attached thereto as required by Company, Purchaser will become a party
as a "Stockholder" to the Registration Rights Agreement, as amended hereby.
3 SECTION 8 OF THE REGISTRATION RIGHTS AGREEMENT. The first sentence of Section
8(a) of the Registration Rights Agreement is hereby amended to read as follows:
The term "Registrable Securities" mean (i) the Common Stock and the Class
A Common Stock of the Company registered in the names of the Stockholders
from time to time, (ii) the Common Stock issuable upon exercise of the
Options registered in the names of the Stockholders from time to time,
(iii) the Class A Common Stock issuable upon exercise of the Warrant to
purchase Class A Common Stock granted in conjunction with that certain
Securities Purchase Agreement by and among Company, New West Acquisition
Corp. and Marwit Capital Company L.P. dated October ___, 1996, and (iv)
any securities issued or to be issued with respect to the securities
referred to above by way of a stock dividend or stock split or in
combination of shares, recapitalization, merger, consolidation or other
reorganization.
4 EFFECTIVE. This Amendment shall be effective upon the execution of this
Amendment by Stockholders of seventy-five percent (75%) of the "Registrable
Securities."
5 AGREEMENT IN FORCE. Except as amended by this Amendment, the Registration
Rights Agreement shall remain in full force and effect.
6 COUNTERPARTS. This Amendment may be executed in one or more counterparts, each
of which shall be deemed to be an original and which, together, shall constitute
one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed this _____day of
October, 1996.
XXXXXX INTERNATIONAL, INC-
By: __________________________________
Its: __________________________________
OVERSEAS EQUM INVESTOR BRADFORD VENTURE PARTNERS,, L.P.
PARTNERS BY: BRADFORD ASSOCIATES
BY: OVERSEAS EQUITY INVESTORS, LTD.
By: _____________________________ By: ___________________________________
Its: _____________________________ Its: ___________________________________
XXXXX INVESTMENT PARTNERSHIP
By: ________________________________
[SIGNATURE PAGE FOR FIFTH AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT CONT'D.]
_____________________________ ______________________________________
M. XXXX X'XXXXXXXX XXXX X. XXXXX
_____________________________ ______________________________________
XXXXX XXXXXX KA LTD.
_____________________________ ______________________________________
XXXXXX X. XXXXX XXXXXXX X. XXXXXX
_____________________________ ______________________________________
XXXXX XXXXXX XXXXXX XXXXX
_____________________________ ______________________________________
NEILL XXXXXXXXX XXXXXXXXXXX F.O. GABRIELI
_____________________________ ______________________________________
XXXXXX XXXXXX XXXXXXX X. XXXXX
_____________________________ ______________________________________
XXXXXX X. XXXX XX. XXXXXX XXXXXXXXX, TRUSTEE
OF XXXXXXX X. XXXXXXX
CHILDREN'S TRUST
[SIGNATURE PAGE FOR FIFTH AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT CONT'D.]
_____________________________ ______________________________________
XXXXXXXX X. XXXXXXXX GRUMMAN HILL INVESTMENTS, L.P.
By:___________________________________
General Partner
EQUUS II, INCORPORATED
By:_________________________ ______________________________________
XXXX XXXXXXXX
FCH FAMILY INVESTMENTS, LTD.
_____________________________ ______________________________________
XXXX X. XXXXXX XXXXXXXX X. XXXXXXXX
_____________________________ ______________________________________
XXX X. XXXXXXXXX XXXXX X. XXXXXXXXX
_____________________________ ______________________________________
XXXX XXXX XXXXXXX XXXXX XXXXXXX
CABLE SYSTEMS, INC.
By:___________________________ ______________________________________
Xxxx Xxxxxx, President XXXXX XXXX
_____________________________ ______________________________________
XXXXX X. XXXXX XXXXXXX X. XXXXXXX
