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EXHIBIT 99.(c)(12)
FIRST AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is made and entered into as of this 27th day of August, 1998, to be
effective as provided herein, by and among Xxxx Electronics Corp., a Delaware
corporation formerly known as Xxxx XX Holdings, Inc. (the "Company"), and the
parties identified on the signature pages hereto. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the
Registration Rights Agreement, dated as of March 1, 1993 (the "Agreement"), by
and among the Company and the parties identified on Exhibit A attached thereto
(the "Original Holders").
WHEREAS, the Company and the Original Holders have entered into the
Agreement; and
WHEREAS, the Company and the Holders of at least a majority of the
Registrable Shares desire to amend the Agreement to provide for its termination.
NOW, THEREFORE, in consideration of the premises, the Company and the
Holders signatory hereto agree as follows:
1. Section 2.6 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"2.6 Termination. The provisions of this Agreement shall
terminate effective immediately upon the execution of that certain
Agreement and Plan of Merger, dated the date hereof, among the Company,
Framatome Connectors International S.A., a corporation organized under
the laws of the Republic of France, and Bravo Acquisition Co., a
Delaware corporation."
2. This Amendment may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same document.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
XXXX ELECTRONICS CORP.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Senior Vice President
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
XXXXX, MUSE & CO. INCORPORATED
By: /s/ XXXX X. XXXXX
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Xxxx X. Xxxxx,
Executive Vice President and Managing
Director
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
/s/ XXXX X. XXXX
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Xxxx X. Xxxx
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
/s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
/s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.
/s/ W. XXXXXX XXXXXX
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W. Xxxxxx XxXxxx
