Exhibit 10.11
AMENDMENT NO. 1 TO PARENT VOTING AGREEMENT
This Amendment No. 1 to the Parent Voting Agreement (this "Amendment") is
made as of August 7, 2002, by and among Reuters Limited, Reuters C Corp and
Reuters Holdings Switzerland SA (each, including Reuters Limited, a
"Stockholder"), Island Holding Company, Inc. (the "Company"), and Instinet Group
Incorporated ("Parent").
WHEREAS, the Company, the Stockholders and Parent entered into a Parent
Voting Agreement, dated as of June 9, 2002 (the "Parent Voting Agreement"); and
WHEREAS, Parent, Instinet Merger Corporation ("Merger Sub") and the
Company have entered into an Agreement and Plan of Merger, dated as of June 9,
2002 (the "Merger Agreement"); and
WHEREAS, simultaneously with the execution and delivery of this Amendment,
Parent, Merger Sub and the Company are entering into Amendment No. 1 to the
Merger Agreement (the "Merger Agreement Amendment"); and
WHEREAS, the parties desire to clarify and amend certain provisions of the
Parent Voting Agreement in the context of the Merger Agreement Amendment.
NOW THEREFORE, pursuant to Section 16 of the Parent Voting Agreement, the
parties hereby amend the Parent Voting Agreement as follows:
Section 1. Amendment to Merger Agreement. The parties agree that all
references to the Merger Agreement in the Parent Voting Agreement are deemed to
be references to the Merger Agreement as amended by the Merger Agreement
Amendment, and the parties consent to the Merger Agreement Amendment.
Section 2. Capitalized Terms. Capitalized terms used but not defined in
this Amendment shall have the meanings provided therefor in the Parent Voting
Agreement.
Section 3. Counterparts. This Amendment may be executed in counterparts,
all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.
SECTION 4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
IN SUCH STATE, EXCEPT TO THE EXTENT THAT THE DELAWARE GENERAL CORPORATION LAW
APPLIES AS A RESULT OF THE COMPANY BEING A DELAWARE CORPORATION.
Section 5. No Other Amendments. Except as specifically amended hereby, the
Parent Voting Agreement shall continue in full force and effect in accordance
with the provisions thereof in existence on the date hereof. Unless the context
otherwise requires, after the date hereof, any reference to the Parent Voting
Agreement shall mean the Parent Voting Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Amendment on the day and year first above written.
ISLAND HOLDING COMPANY, INC.
By:
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Name:
Title:
REUTERS LIMITED
By:
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Name:
Title:
REUTERS C CORP
By:
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Name:
Title:
REUTERS HOLDINGS SWITZERLAND SA
By:
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Name:
Title:
[Signature Page to Amendment No. 1 to Parent Voting Agreement]
INSTINET GROUP INCORPORATED
By:
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Name:
Title
[Signature Page to Amendment No. 1 to Parent Voting Agreement]
