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Exhibit 10.33.
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this "Amendment"), dated as
of September 23, 1996, is entered into by and among Xxxxx Holdings Corp., a
Delaware corporation (the "Company") and the security holders listed on the
signature pages hereof (the "Holders").
WITNESSETH
WHEREAS, the Company and the security holders of the Company have executed
and delivered that certain Stockholders Agreement, dated as of August 29, 1995
(the "Stockholders Agreement");
WHEREAS, as of the date hereof the Holders own more than 66 2/3% of the
aggregate number of outstanding shares of Common Stock and Class A Common
Stock (taken together as a class) subject to the Stockholders Agreement; and
WHEREAS, clause (iv) of Section 4.1.2 of the Stockholders Agreement contains
a typographical error and the Company and the Holders desire to correct such
error pursuant to the provisions of Section 8.7.2 of the Stockholders
Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions. Unless otherwise defined herein, terms used herein
with their initial letter capitalized shall have the meanings given such terms
in the Stockholders Agreement.
2. Amendment to Section 4.1.2. Clause (iv) of Section 4.1.2 of the
Stockholders Agreement is hereby amended in its entirety as follows (amended
terms are underlined for identification):
"(iv) issuances or sales of Common Stock or Common Stock Equivalents
pursuant to a registered underwritten public offering, a merger of the Company
or a subsidiary of the Company into or with another entity or an acquisition
by the Company or subsidiary of the Company of another business or
corporation or".
3. Counterparts. This amendment may be executed in counterparts, each of
which, when executed and delivered shall be an original, but all of which
shall be together one and the same instrument.
4. Governing Law. THIS PURCHASE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, all as of the date first above written.
XXXXX HOLDING CORP.
By: s/Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
HICKS, MUSE, XXXX & XXXXX EQUITY
FUND II, L.P.
By: HM2/GP Partners, L.P.,
as General Partner
By: Xxxxx, Muse GP Partners, L.P.,
its General Partner
By: Xxxxx, Muse Fund II
Incorporated,
its General Partner
By: s/X.X. Xxxxx
Name: X.X. Xxxxx
Title: Managing Director, Principal
