Exhibit 4(b)
FIRST AMENDMENT TO THE
REGISTRATION RIGHTS AGREEMENT
First Amendment, dated as of March 27, 1997 (the "First Amendment"),
to the Registration Rights Agreement (the "Registration Rights Agreement"),
dated as of March 12, 1997, between Xxxxx & XxXxxxxx Companies, Inc., a Delaware
corporation (the "Company"), and the other persons signatories thereto (each
such person, a "Stockholders").
WHEREAS, the Company and Stockholders have entered into the
Registration Rights Agreement pursuant to the terms of the Stock Purchase
Agreement, dated as of March 12, 1997, between Xxxxxxx & Xxxxxxx, a New Jersey
corporation ("Xxxxxxx & Xxxxxxx"), the Sellers (as defined in the Registration
Rights Agreement) and the Company; and
WHEREAS, the Company and Sellers' Designee, in accordance with
Section 8(b) of the Registration Rights Agreement, desire to amend the terms of
such agreement;
NOW, THEREFORE, for their own benefit and the benefit of holders (as
defined in the Registration Rights Agreement) from time to time of the
Registrable Securities (as defined in the Registration Rights Agreement), the
Company and Sellers' Designee agree as follows:
Section 1. Amendment of Shelf Registration. The first sentence of
Section 2(a)(1) is amended to read as follows:
"The Company shall, as soon as practicable after the date hereof and in
any case within 21 calendar days following the Closing Date (as defined in
the Stock Purchase Agreement), subject to extension if the Sellers'
Designee or Sellers' Committee so requests, file with the Commission a
Shelf Registration Statement relating to the offer and sale of the
Registrable Securities."
Section 2. Registration Rights Agreement as Amended. The term
"Agreement" as used in the Registration Rights Agreement shall be deemed to
refer to the Registration Rights Agreement as amended hereby. The foregoing
amendments shall be effective as of the date hereof and,
except as set forth herein, the Registration Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
Section 3. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, this Amendment has been signed on behalf of each
of the parties hereto as of the date first written above.
XXXXX & McLENNAN COMPANIES, INC.
By: /s/ Xxxxxxx Xxx Xxxxx
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Name: Xxxxxxx Xxx Xxxxx
Title: Secretary
SELLERS' DESIGNEE
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
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