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AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED GOVERNANCE AGREEMENT
This Amendment No. 1 to Second Amended and Restated Governance
Agreement, dated as of January 27, 1999, among Xxxx International Holdings,
Inc., a Delaware corporation, LIH Holdings, LLC, a Delaware limited liability
company, LIH Holdings II, LLC, a Delaware limited liability company, and LIH
Holdings III, LLC, a Delaware limited liability company;
WITNESSETH:
WHEREAS, the parties hereto, which are the parties to the Second
Amended and Restated Governance Agreement (the "Agreement"), dated as of
December 22, 1998, desire to amend it as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and intending to be legally bound
hereby, the Company, LIH, LIH II and LIH III hereby agree as follows:
1. Section 4.11 of the Agreement is hereby amended to read in its
entirety as follows:
Section 4.11. "Permitted Shares" shall mean 3,149,080 shares of Common
Stock, which number shall increase to include the number of shares of Common
Stock into which the Class B-1 Common Stock and the Series B Preferred Stock is
convertible, once the Class B-1 Common Stock and the Series B Preferred Stock is
converted (as adjusted for stock dividends, splits, recombinations and the
like).
2. This Amendment is effective as of the date hereof, and is limited to
matters expressly set forth herein and in all other respects, the Agreement
shall remain unchanged and all terms thereof shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Second Amended and Restated Governance Agreement to be executed as of the
date first referred to above.
XXXX INTERNATIONAL HOLDINGS, INC.
By: /s/ Xxxxxx X. Vollmershausen
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Its President
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LIH HOLDINGS, LLC
By: /s/ Xxx X. Xxxxxxxx
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Its Manager
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LIH HOLDINGS II, LLC
By: /s/ Xxx X. Xxxxxxxx
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Its Manager
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LIH HOLDINGS III, LLC
By: /s/ Xxx X. Xxxxxxxx
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Its Manager
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