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EXHIBIT 10.21
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Registration
Agreement') dated as of March __, 1995, between EDUCATIONAL MEDICAL, INC., a
Delaware corporation (the "Company") and the persons named in Schedule I and II
attached to this Agreement (each of such persons being referred to individually
and as "Investor" and collectively referred to as the "Investors").
PRELIMINARY STATEMENT
The undersigned parties desire to amend the Registration Agreement
pursuant to Section 13 of the Registration Agreement to provide that Sirrom
Capital Corporation ("Sirrom"), a Tennessee corporation, shall become a party
to the Registration Agreement.
NOW, THEREFORE, for good and valuable consideration, and intending to
be legally bound, the parties agree as follows:
1. Sirrom shall have the same rights as a Warrant Investor
pursuant to the terms of the Registration Agreement as such term is defined in
the Registration Agreement.
2. Sirrom agrees to be bound by all of the terms and conditions
of the Registration Agreement applicable to a Warrant Investor effective the
date of the execution of this First Amendment.
3. Schedule II of the Registration Agreement is amended to
reflect Sirrom as a Warrant Holder with the right to purchase up to 185,000
shares of common stock of the Company as set forth in Exhibit "A" attached
hereto and made a part hereof.
4. The definition of Restricted Securities in Section 1 of the
Registration Rights Agreement is amended to add the clause "the Stock Purchase
Warrant issued to Sirrom Capital Corporation dated March 31, 1995," after the
clause "The Preferred Stock Investors' Securities, the Warrants,".
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
EDUCATIONAL MEDICAL, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Secretary
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STATE EMPLOYEES' RETIREMENT FUND OF THE
STATE OF DELAWARE
By: Pecks Management Partners,
Ltd., its Investment Adviser
By:
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Xxxxxx X. Xxxxxx
Managing Director
TRUST FOR DEFINED BENEFIT PLAN OF ICI
AMERICAN HOLDINGS INC.
By: Pecks Management Partners,
Ltd., its Investment Adviser
By:
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Xxxxxx X. Xxxxxx
Managing Director
SPROUT CAPITAL V
By:
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Name:
Title:
SPROUT TECHNOLOGY FUND, L.P.
By:
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Name:
Title:
DLJ VENTURE CAPITAL FUND II, L.P.
By:
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Name:
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Title:
LAWRENCE, TYRRELL, XXXXXX & XXXXX
By:
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Name:
Title:
SIRROM CAPITAL CORPORATION
By:
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Name:
Title:
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