EXHIBIT 2
▇▇▇▇▇▇, INC.
AMENDMENT NO. 1
dated as of March 7, 1996
to
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
Dated as of January 31, 1996
The undersigned parties, in consideration of
the agreements herein set forth and for other valuable
consideration, the receipt and adequacy of which are
hereby acknowledged, hereby agree to the following
amendments to the Amended and Restated Registration
Rights Agreement dated as of January 31, 1996 (the
"▇▇▇▇▇▇ Registration Rights Agreement"):
1. As used in the ▇▇▇▇▇▇ Registration Rights
Agreement, the term "Series G Preferred Stock" shall mean
the 777 shares of Series G Convertible Preferred Stock
par value $1.00 per share of the Company created pursuant
to the Amended Certificate of Powers, Designations,
Preferences and Special Rights filed March 6, 1996 with
the Secretary of State of the State of Delaware.
2. The following defined term is added to
Section 3 of the ▇▇▇▇▇▇ Registration Rights Agreement:
March 7 1996 Securities Purchase Agreement:
The Securities Purchase Agreement, dated as of
March 7, 1996, by and between the Company and
the Wand/▇▇▇▇▇▇ I Partnership.
3. The term "Warrants" is deleted from Section
3 of the ▇▇▇▇▇▇ Registration Rights Agreement and is
replaced in its entirety by the following term:
Warrants: The Common Stock Purchase Warrants
of the Company issued (a) to the Wand/▇▇▇▇▇▇ I
Partnership and the Wand/▇▇▇▇▇▇ ▇▇ Partnership
pursuant to the Securities Purchase Agreement
and the Revised Standby Agreement (and any
Warrants issued in substitution or transfer
thereof), (b) to Wand Partners L.P. and Hill &
Partners in connection with the Letter of
Engagement (and any Warrants issued in
substitution or transfer thereof), (c) to the
Wand/▇▇▇▇▇▇ I Partnership, the Wand/▇▇▇▇▇▇ ▇▇
Partnership and the Wand/▇▇▇▇▇▇ III Partnership
pursuant to the Purchase and Exchange Agreement
(and any Warrants issued in substitution or
transfer thereof), and to the Wand/▇▇▇▇▇▇ I
Partnership pursuant to the March 7, 1996
Securities Purchase Agreement (and any Warrants
issued in substitution or transfer thereof).
4. Except as herein amended, all terms,
provisions and conditions of the ▇▇▇▇▇▇ Registration
Rights Agreement shall continue in full force and effect
and shall remain enforceable and binding in accordance
with their terms.
5. This Amendment No. 1 may be executed in any
number of identical counterparts, each of which shall for
all purposes be deemed an original and all of which
constitute, collectively, one agreement.
6. This Amendment No. 1 shall be governed by
and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement, effective as of the date and
year first above written.
▇▇▇▇▇▇, INC.
By:/s/ ▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇ ▇▇▇
Title: President
WAND/▇▇▇▇▇▇ INVESTMENTS L.P.
By: Wand (▇▇▇▇▇▇) Inc.
as general partner
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
WAND/▇▇▇▇▇▇ INVESTMENTS II L.P.
By: Wand (▇▇▇▇▇▇) Inc.
as general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
WAND/▇▇▇▇▇▇ INVESTMENTS III L.P.
By: Wand (▇▇▇▇▇▇) Inc.
as general partner
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
WAND PARTNERS L.P.
By: Wand Partners Inc.
as general partner
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chairman
HILL & PARTNERS
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: