AMENDMENT
AMENDMENT, dated as of January 15, 1996, among Zivi X. Xxxxxx, Xxxxx
X. Xxxxxxxxx and Xxxx Xxxxx (each a "Stockholder" and collectively, the
"Stockholders").
W I T N E S S E T H:
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WHEREAS, the Stockholders are parties to a Stockholders Agreement
dated August 24, 1995 (the "Stockholders Agreement"), pursuant to which the
Stockholders agreed, among other things, to restrict the disposition of the
Shares owned by them (capitalized terms used herein not otherwise defined shall
have the meanings given to them in the Stockholders Agreement);
WHEREAS, on the date hereof, the Stockholders have formed Helix
Capital Corporation, L.L.C., a Delaware limited liability company ("Helix");
WHEREAS, the Stockholders desire to contribute capital to Helix in the
form of the promissory notes attached hereto as Exhibit A (the "Notes") and
Helix is desirous of accepting such capital contribution on the condition that
the Shares are pledged as collateral for the Notes;
WHEREAS, in connection therewith, the Stockholders have agreed to
amend the Stockholders Agreement pursuant to the terms and provisions contained
herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Disposition of Shares. Section 3(a) of the Stockholders Agreement
is hereby amended by adding at the end thereof the following phrase:
"and the issuance of, and in accordance with the terms of,
the Secured Non-Recourse Promissory Notes issued by each
Stockholder to Helix Capital Corporation, L.L.C. on the date
hereof, which Notes are secured by, among other things, the
Shares."
2. Exercise by Helix. The Stockholders agree that notwithstanding
anything contained in the Stockholders Agreement to the contrary, any exercise
by Helix of the rights granted to it pursuant to the Notes shall not constitute
a violation or breach of the Stockholders Agreement, including without
limitation, the right to
purchase the Shares in accordance with the terms of the Notes and the right,
upon a default of the Notes, to exercise all ownership rights to the Shares.
3. Stockholder Capacity. Each Stockholder executing this Amendment
does not make any agreement or understanding herein in his capacity as an
officer or director of the Company. Each Stockholder signs solely in his
capacity as the record and beneficial owner of, or the trustee of a trust whose
beneficiaries are the beneficial owners of, such Stockholder's Shares.
4. Governing Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to
the principles of conflicts of laws thereunder.
5. Effect of Amendment. Except as expressly set forth herein, the
amendments contained herein shall not constitute a waiver or amendment of any
term or provision of the Stockholders Agreement, and all such terms and
provisions shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed being deemed an original and all of
which taken together constituting one and the same agreement.
7. Section Headings. The section headings contained herein are for the
purpose of convenience only and are not intended to define or limit the contents
thereof.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first above written.
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Zivi X. Xxxxxx
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Xxxxx X. Xxxxxxxxx
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Xxxx Xxxxx
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