EXHIBIT 4.1.2
AMENDMENT NO. 3 TO
AMENDED AND RESTATED REGISTRATION AGREEMENT
THIS AMENDMENT NO. 3 dated as of October 21, 1993, (this "Amendment") is
made by and among PI Parent Corporation, a Delaware corporation (the "Company"),
Citicorp Venture Capital, Ltd., a New York corporation ("CVC"), General Electric
Capital Corporation, a New York corporation, as successor in interest to Xxxxxx,
Xxxxxxx Group, Inc. ("GECC"), Xxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxxx X. Xxxxxx
("Xxxxxx"), J. Xxxxxx Xxxx ("Xxxx"), The Equitable Life Assurance Society of the
United States ("Equitable"), Equitable Deal Flow Fund L.P. ("Deal Flow Fund"),
Xxxxxxx Xxxxx Life Insurance Company, formerly known as Tandem Insurance Group,
Inc. ("Xxxxxxx Xxxxx"), Xxxx X. Xxxxx ("Xxxxx"), and the individuals named on
the signature pages hereof (the "Executives"). CVC, GECC, Xxxxxxx, Taylor, Webb,
Equitable, Deal Flow Fund, Xxxxxxx Xxxxx, Xxxxx and the Executives are
collectively referred to herein as the "Stockholders."
WHEREAS, the Stockholders are parties to an Amended and Restated
Registration Agreement dated as of December 29, 1989, as amended (the
"Registration Agreement");
WHEREAS, the parties to this Amendment desire to enter into this
Amendment in order to make certain amendments to the Registration Agreement (all
capitalized terms not otherwise defined herein have the meanings set forth in
the Registration Agreement);
WHEREAS, under the terms of the 1993 Stock Plan (the "Option Plan") of
the Company, certain officers and other key employees of the Company have been
or will be granted options to purchase shares of Common Stock of the Company;
and
WHEREAS, the parties to this Amendment desire that upon a grantee's
exercise of options granted pursuant to the Option Plan, such grantee shall
become a party to the Registration Agreement and shall thereafter be subject to
the provisions set forth in the Registration Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. The parties hereto hereby agree that upon the grant to an officer or
key employee by the Company of options to acquire Common Stock under the Option
Plan and the exercise of such options in accordance with the Option Plan, each
such optionee shall thereafter be permitted to execute and deliver to the
Company a joinder agreement in the form of Exhibit A hereto, and upon such
execution and delivery such optionee shall thereafter be deemed an "Executive"
for all purposes under the Registration Agreement.
2. The parties hereto hereby agree to amend the definition of "Executive
Stock Agreements" set forth in Section 10 of the Registration Agreement by (x)
deleting the word "and" appearing after the words "Stock Agreement" in the
second line of such definition and inserting a comma in lieu thereof and (y)
adding the phrase "and the Company's 1993 Stock Option Plan" immediately
following the word "hereof" in the fifth line of such definition.
3. The parties hereto agree to amend and/or waive the following
provisions of the Registration Agreement solely with respect to any registration
of the Company's Common Stock that is completed on or prior to January 31, 1994:
(a) to decrease the period set forth in Section 2(a) following
the receipt of notice of a proposed registration during which the holders of
Registrable Securities are entitled to respond from 30 days to five days;
(b) to extend the period specified in Section 3(a) during which
each holder of Registrable Securities agrees not to sell any equity securities
of the Company, or securities convertible into or exchangeable for such
securities, to a period of 180 days beginning on the effective date of the
proposed registration;
(c) to provide that all shares of Common Stock issued by the
Company in connection with the conversion on a dollar for dollar basis of the
outstanding 15.25% Senior Cumulative Preferred Stock, 16.75% Senior Cumulative
Preferred Stock and 15.75% Junior Cumulative Preferred Stock shall constitute
the "other securities requested to be included in such registration" for
purposes of Section 2(c)(iii) of the Registration Agreement; and
(d) to waive the rights set forth in Section 2(e) to approve the
Company's selection of Managing Underwriters.
4. The parties hereto acknowledge and agree that the proposed amendments
to the Registration Agreement set forth in those certain Statements of Election
previously delivered by the holders of Registrable Securities are superseded in
their entirety by the provisions set forth in Section 3 hereof.
5. Except as expressly set forth herein, all other terms and conditions
of the Registration Agreement shall remain in full force and effect in
accordance with the terms thereof.
6. This Amendment may be executed in separate counterparts, each of
which will be an original and all of which taken together constitute one and the
same agreement.
7. All questions concerning this Amendment will be governed by and
interpreted in accordance with the internal law, and not the law of conflicts,
of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this Waiver and
Amendment on the day and year first above written.
PI PARENT CORPORATION CITICORP VENTURE CAPITAL, LTD.
By: /s/ Xxxxx X. Xxxxxx By: /s/ M. Xxxxxx Xxxxxxxx
-------------------------------- ---------------------------------
Its: General Counsel and Secretary Its: Vice President
-------------------------------- ---------------------------------
GENERAL ELECTRIC CAPITAL THE EQUITABLE LIFE ASSURANCE
CORPORATION SOCIETY OF THE UNITED STATES
By: /s/ P. Xxxx Preesing By: /s/ illegible
-------------------------------- ---------------------------------
Its: Region Operations Mgr. Its: Investment Officer
-------------------------------- ---------------------------------
EQUITABLE DEAL FLOW FUND, L.P.
By: EQUITABLE MANAGER ASSETS, /s/ Xxxx X. Xxxxx
L.P., as General Partner --------------------------------------
Xxxx X. Xxxxx
By: THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES,
as General Partner /s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
By: /s/ illegible
--------------------------------
Its: Investment Officer /s/ Xxxxx X. Xxxxxxx
-------------------------------- --------------------------------------
Xxxxx X. Xxxxxxx
XXXXXXX XXXXX LIFE INSURANCE
COMPANY, formerly known as
TANDEM INSURANCE GROUP, INC. /s/ J. Xxxxxx Xxxx
--------------------------------------
J. Xxxxxx Xxxx
By:
--------------------------------
Its:
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