EXHIBIT 4.3
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
Amendment No. 1 to Registration Rights Agreement (this "Amendment"),
dated as of July ___, 1997, is by and among X.X. Xxxxxxxx, Xxxx X. Xxxxxxxx,
Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxx, III, Xxxx X. Xxxxxx, Xxxxxxxx Partners, L.P.,
Xxxxxxxx Children's Trust, and Xxxxx Children's Trust, and Xxxxxx Xxxxxxx
International Inc. (the "Company").
RECITALS
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WHEREAS, the Company, X.X. Xxxxxxxx, Xxxx X. Xxxxxxxx, Xxxxxx X.
Xxxxxxx, Xxxxx X. Xxxx, III and Xxxx X. Xxxxxx desire to amend the Registration
Rights Agreement, dated as of May 21, 1997, by and among such parties (the
"Registration Rights Agreement") to include Xxxxxxxx Partners, L.P., Xxxxxxxx
Children's Trust and Xxxxx Children's Trust within the definition of "Holders"
therein;
AGREEMENT
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NOW, THEREFORE, in consideration of the premises and agreements
contained herein, the parties hereto hereby agree as follows:
1. The Registration Rights Agreement is hereby amended by changing
the definition of "Holders" to include X.X. Xxxxxxxx, Xxxx X. Xxxxxxxx,
Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxx, III, Xxxx X. Xxxxxx, Xxxxxxxx Partners,
L.P., Xxxxxxxx Children's Trust and Xxxxx Children's Trust.
2. Section 12 of the Registration Rights Agreement is hereby amended
to include the following in the list of recipients for notice:
If to Xxxxxxxx Partners, L.P.:
X.X. Xxxxxxxx
000 X. Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
If to Xxxxxxxx Children's Trust or Xxxxx Children's Trust:
[Name of Trustee]
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
to be signed on the date first above written.
XXXXXX XXXXXXX INTERNATIONAL INC.
By: -----------------------------
Name: X. X. Xxxxxxxx
Title: Chairman of the Board,
President and Chief
Executive Officer
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X. X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxx III
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Xxxx X. Xxxxxx
XXXXXXXX PARTNERS, L.P.
By: ------------------------------
Name:
Title:
XXXXXXXX CHILDREN'S TRUST
By: ------------------------------
Name:
Title:
XXXXX CHILDREN'S TRUST
By: ------------------------------
Name:
Title: