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Exhibit 10.11
FIRST AMENDMENT TO
REGISTRATION AGREEMENT
This First Amendment to Registration Agreement dated as of October 23,
1995 is among XxXxxxx-Xxxxxxx, Inc., a Delaware Corporation (the "Company");
Allied Investment Corporation ("AIC"), Allied Investment Corporation II ("AIC
II"), and Allied Capital Corporation II ("ACC II" and, together with AIC and
AIC II, the "Allied Companies"), all Maryland corporations; Banc One Capital
Partners Corporation ("Banc One"), a Texas corporation; PNC Capital Corp.
("PNC"), a Delaware Corporation; and Xxxxxxx X. Xxxxxxx, Xx., ("Xxxxxxx") and
Xxxx X. Xxxxx ("Xxxxx").
WHEREAS, the Company, the Allied Companies, Banc One and PNC are
parties to a certain Registration Agreement dated as of May 25, 1994 (the
"Agreement") and
WHEREAS, the parties desire to amend the Agreement as hereinafter
provided;
NOW THEREFORE, the parties agree as follows:
1. Xxxxxxx and Xxxxx hereby become parties to the Agreement and
each of them is, and shall be deemed to be an "Investor" as such term is used
in the Agreement.
2. Section 1 of the Agreement is hereby amended to provide that
only Banc One and PNC shall have a right to request a Demand Registration, but
the Allied Companies, Xxxxxxx and Xxxxx may, on a pro rata basis, include any
of its or their Investor Registrable Securities in any Demand Registration
that may be requested so long as the inclusion of any such securities does not
interfere with or restrict the number of Investor Registrable Securities
desired to be included by Banc One or PNC in connection with such Demand
Registration. In the event that any Investor Registrable Securities held by
the Allied Companies are included in such Demand Registration, the Investor
Registrable Securities held by Xxxxxxx or Xxxxx may be included in such Demand
Registration only to the extent that such inclusion would not interfere with or
restrict the number of Investor Registrable Securities desired to be included
by the Allied Companies in connection with such Demand Registration.
3. The address for notices under this Agreement to both Xxxxxxx
and Xxxxx is as follows:
c/o Stanwich Partners, Inc.
One Stamford Landing
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
(End of text of Agreement. Signatures appear on next page)
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IN WITNESS WHEREOF, the parties have executed this instrument as of
the date first above written.
Allied Investment Corporation XxXxxxx - Xxxxxxx, Inc.
By: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ W. O. Xxxxxx
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Allied Investment Corporation II PNC Capital Corporation
By: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxxx
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Allied Capital Corporation II /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------- /s/ Xxxx X. Xxxxx
---------------------------------
Banc One Capital Partners Xxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxx
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