Exhibit 8
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1, dated as of February 13, 1996 (this "Amendment"),
to that certain REGISTRATION RIGHTS AGREEMENT, dated as of April 12, 1995 (the
"Agreement"), between NAI TECHNOLOGIES, INC., a New York corporation (the
"Company"), THE BANK OF NEW YORK, a New York banking corporation ("BNY"), and
CHEMICAL BANK, a New York banking corporation.
RECITALS:
The parties hereto desire to amend the Agreement to make certain
changes to the Demand Registration Rights and the Piggyback Registration Rights
granted to BNY and Chemical thereunder.
Capitalized terms used but not defined herein shall have the same
meanings as ascribed thereto in the Agreement.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Amendments. (a) Section 2(a) of the Agreement is amended to add at
the end of clause (x) thereof before the comma the following:
"; provided that, such Persons shall allow the Holders to have priority
with respect to the Registrable Securities for up to two piggyback
registration opportunities so long as any Loans are outstanding and any
Commitments remain in effect under the Credit Agreement (the foregoing
shall not apply to the Registration Statement being filed within 90 days of
the date hereof covering the Registrable Securities and other securities of
the Company)"
(b) Section 3(a) of the Agreement is amended to delete the words "or of
any other Person" from the last sentence thereof.
(c) Section 3(b) of the Agreement is amended to add at the end thereof
the following:
"The Registrable Securities proposed to be sold by the Holders pursuant to
a Demand Registration shall have absolute priority over securities proposed
to be sold by other Persons exercising priggyback registration rights with
respect to such Demand Registration (the foregoing shall not apply to the
Registration Statement being filed within 90 days of the date hereof
covering
the Registrable Securities and other securities of the Company)."
2. Waiver. Chemical and BNY hereby agree that the Company may
grant registration rights to the holders of the Company's 12% Convertible
Subordinated Promissory Notes due 2001 and the related warrants to purchase
common stock of the Company and the provisions of Section 9 of the Agreement are
waived to the extent necessary to permit such grant as well as the amendments
called for by Section 1 of this Amendment.
3. Status of Agreement. All other terms and conditions of the Agreement
shall remain in full force and effect, as amended hereby.
4. Descriptive Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise effect the
meaning of terms contained herein.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument, and it shall not be necessary in making
proof of this Amendment to produce or account for more than one such
counterpart.
6. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be executed on its behalf as of the date first above written.
NAI TECHNOLOGIES, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx
____________________________
Title Executive Vice President
________________________
THE BANK OF NEW YORK
By Xxx X. Xxxxxx
_________________________
Title Vice President
______________________
CHEMICAL BANK
By /s/ Xxxxx X. Xxxxxx
_________________________
Title Vice President
______________________
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