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EXHIBIT Z
FIRST AMENDMENT
TO THE
REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
("First Amendment") is made as of December 7, 1995 by and between PHOENIX
INFORMATION SYSTEMS CORP. (the "Company") and S-C PHOENIX PARTNERS ("S-C").
WHEREAS, the Company and S-C are parties to a certain
Registration Rights Agreement dated December 9, 1994 (the "Registration Rights
Agreement"); and
WHEREAS, the Company and S-C desire with this document to amend
the Registration Rights Agreement to clarify its scope;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledge, the Company and S-C
agree as follows:
Section 1.
Amendment to Registration Rights Agreement
The Registration Rights Agreement is hereby amended as follows:
1.01. Clause (iii) of Section 1(b) of the Registration Rights
Agreement is hereby deleted in its entirety and replaced with the following:
(iii) any other Common Shares issued by the Company
that are acquired by the Rights Holder or its
affiliates, including S-C Phoenix Holdings, L.L.C. and
Quantum Industrial Partners LDC, by purchase or
transfer or issued by the Company to the Rights Holder
or such affiliates upon the conversion or exercise of
any warrant, right
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or other security, whether purchased, acquired by
transfer or issued as a dividend or other distribution
with respect to, in exchange for or in replacement of
any Common Shares or other securities of the Company.
Section 2.
Ratification of the Registration Rights Agreement.
2.01. Nothing contained in this First Amendment shall
constitute or be deemed to constitute any limitation on the validity or
enforceability of the Registration Rights Agreement.
2.02. Except as expressly modified by this First Amendment, all
of the terms and conditions of the Registration Rights Agreement shall remain in
full force and effect in accordance with their terms.
Section 3.
Miscellaneous.
3.01. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this First
Amendment to be duly executed as of the date first above written.
S-C PHOENIX PARTNERS
By S-C PHOENIX HOLDINGS, L.L.C.,
a General Partner
By______________________________
Name:
Title:
PHOENIX INFORMATION SYSTEMS CORP.
By______________________________
Name:
Title:
