EXHIBIT 99.3
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is entered into as of this 14th day of June, 2002, by and among
CATALINA LIGHTING, INC., a Florida corporation (the "Company"), SUN CATALINA
HOLDINGS, LLC, a Delaware limited liability company (the "Investor"), SUNTRUST
BANKS, INC., a Georgia banking corporation (the "Subordinated Lender"), and
SUNTRUST BANK, a Georgia banking corporation, as administrative agent for and on
behalf of the lenders under that certain Third Amended and Restated Credit
Agreement dated as of July 23, 2001, as amended, with the Company and certain of
its subsidiaries.
WHEREAS, the parties hereto have previously entered into that certain
Registration Rights Agreement dated as of July 23, 2001 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement, as permitted by
Section 6.7 thereof, as more particularly described herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The Agreement is hereby amended so that the definition of
"Registrable Securities" in Section 1 of the Agreement shall include the
following: (a) the Shares purchased and sold under, and as defined in, the Stock
Purchase Agreement dated as of even date herewith by and between the Company and
the Investor, as well as any warrants, shares of capital stock or other
securities of the Company issued as a dividend or other distribution with
respect to or in exchange for or in replacement of such Shares, and (b) the
Shares purchased and sold under, and as defined in, the Stock Purchase Agreement
dated as of even date herewith by and between the Company and the Subordinated
Lender, as well as any warrants, shares of capital stock or other securities of
the Company issued as a dividend or other distribution with respect to or in
exchange for or in replacement of such Shares.
2. The execution, delivery and performance by the Company of this
Amendment and the consummation of the transactions contemplated hereby do not
and will not violate any provision of the governing documents of the Company, or
of any other material agreement or instrument to which the Company is a party or
by which it is bound, or to which any of its properties or assets is subject, or
of any applicable law. The Company has duly executed and delivered this
Amendment. This Amendment constitutes the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).
3. (a) The parties acknowledge and agree that this Amendment is an
integral part of the Agreement. Notwithstanding any provision of the Agreement
to the contrary, in the event
of any conflict between this Amendment and the Agreement or any part of either
of them, the terms of this Amendment shall control.
(b) Except as expressly set forth herein, the terms and conditions
of the Agreement are and shall remain in full force and effect.
(c) The Agreement, as amended by this Amendment, sets forth the
entire understanding of the parties with respect to the subject matter thereof
and hereof.
(d) This Amendment shall be governed by, interpreted under and
construed in accordance with the internal laws of the State of Florida
applicable to agreements made and to be performed within the State of Florida,
without giving effect to any choice-of-law provisions thereof that would compel
the application of the substantive law of any other jurisdiction.
(e) This Amendment may be executed in any number of counterparts,
each of which shall be an original and all of which shall constitute one and the
same document.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Amendment has been executed by the parties as
of the date first above written.
CATALINA LIGHTING, INC.,
a Florida corporation
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
SUN CATALINA HOLDINGS, LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Co-CEO
SUNTRUST BANKS, INC.,
a Georgia corporation
By: /s/ Xxxxxx Xxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxx Xxxxxx
Title: Senior Vice President
SUNTRUST BANK,
a Georgia banking corporation
By: /s/ Xxx Xxxxxxxxx
---------------------------------
Name: Xxx Xxxxxxxxx
Title: Director
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