CUSIP No. 438138-10-9 Page 36 of 39 Pages
EXHIBIT 11
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First Amendment to Revised Settlement Agreement
This First Amendment entered into as of this 5th day of January 1996
("the First Amendment") to the Revised Settlement Agreement dated December 20,
1995, between Lonrho Plc ("Lonrho"), Lonrho, Inc ("LI"), Scottsdale Princess,
Inc ("SPI") (Lonrho, LI and SPI being collectively hereafter referred to as "The
Lonrho Group"), Xxxxxx 0. Xxxxxxxx ("XXX"), W Xxxxxx Xxxxxxxx ("WPA") and Xxxxxx
X Xxxxxxxx ("RBA") (ROA, WPA and RBA being collectively referred to as "The
Andersons") and The Hondo Company ("Hondo"; the Lonrho Group, The Andersons and
Hondo being collectively hereafter referred to as "the parties").
WHEREAS on December 20, 1995 the parties entered into a Revised
Settlement Agreement (the "Revision"); and
WHEREAS the parties now desire to clarify, correct and/or to amend
certain provision of the Revision.
NOW THEREFORE the parties hereto agree as follows:
1) Definitions. All terms used, but not defined herein,
shall have the meaning ascribed to them in the Revision.
2) Clarification. With respect to paragraph numbered 7 of
the Revision, the words "at Closing" shall be deemed
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CUSIP No. 438138-10-9 Page 37 of 39 Pages
deleted as it was always understood between the parties
that under the Revision the Andersons are to receive only
1,200,000 shares of HOG in the aggregate. These shares are
in fact not to be received at Closing, but are to be
delivered in the manner provided in paragraph numbered 8
entitled "Xxxxxxxx Call".
3) Additional Representation. The Andersons hereby represent
and warrant that there are no lawsuits pending against any
of the Andersons or Hondo except as follows:
a) Bank of America vs. Xxxxxx X. Xxxxxxxx, et al
CV-95-3162;
b) Citibank, N.A. vs. Xxxxxx X. Xxxxxxxx, et al
CV-93-114; and
c) Xxxxxx X. Xxxxxxxx d/b/a The South Spring
Company vs. The Hondo Company; CV-95-71
4) Meaning of the Word registered HOG shares . For purposes of
the Revision, "registered HOG shares" shall mean those HOG
shares delivered to The Andersons or pledged to any of The
Andersons' bankers (including, without limitation, Bank of
America) pursuant to the
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terms of the Revision, all of which shares shall be
registered with the Securities and Exchange Commission
("SEC") in compliance with the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations
promulgated thereunder, through a post effective amendment
to Registration Statement No. 33-52496 or through a new
registration statement, as appropriate, so as to permit the
resale of such HOG shares by The Andersons or such pledgees
without restrictions of any kind (other than the
fulfillment of prospectus delivery requirements). Hondo
shall cause HOG:
(1) to file a registration statement covering such
HOG shares in compliance with the Act within 90
days after the date hereof and use its best
efforts to cause such registration statement to
be declared effective as promptly as practicable
thereafter but in no event later than 12 months
after the date hereof; and
(2) to maintain such registration statement for a
period of 48 months from the date hereof so as to
permit sales pursuant thereto to be made at any
time in compliance with all applicable securities
laws, without further amendment or supplement.
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5) Ratification. Except as specifically modified by this
First Amendment, the Revision continues unchanged and
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
The Lonrho Group: The Xxxxxxxx Group:
Lonrho Plc R. 0. Xxxxxxxx
By /s/ Xxxx X. Xxxxx /s/ R. 0. Xxxxxxxx
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Xxxx X. Xxxxx
Lonrho, Inc. X. Xxxxxx Xxxxxxxx
By /s/ Xxxx X. Xxxxx /s/ X. Xxxxxx Xxxxxxxx
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Xxxx X. Xxxxx
Scottsdale Princess, Inc. Xxxxxx X. Xxxxxxxx
By /s/ Xxxx X. Xxxxx By: /s/ X. Xxxxxx Xxxxxxxx
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Xxxx X. Xxxxx Attorney-in-Fact
The Hondo Company:
By /s/ Xxxxxx X. Xxxxxxxx
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