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EXHIBIT 10.11
FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of March
31, 1995 executed by EDUCATIONAL MEDICAL, INC., a Delaware corporation (the
"Company") and the parties named in Schedule I attached to this Amendment.
PRELIMINARY STATEMENT
WHEREAS, the Trust for Defined Benefit Plan of ICI American Holdings,
Inc. and Fuelship & Company, its Registered Nominee, the holder of the
Company's Warrant No. R-001 dated July 16, 1991 and the Payee under the 13%
Senior Subordinated Note dated July 23, 1991 in the original principal sum of
$497,000.00 executed by the Company and the Payee under the 13% Senior
Subordinated Note dated July 23, 1991 in the original principal sum of
$603,000.00 executed by the Company, the State Employees' Retirement Fund of
the State of Delaware and NAP & Company, its Registered Nominee, the holder of
the Company's Warrant No. R-002 dated July 16, 1991 and the Payee under the 13%
Senior Subordinated Note dated July 16, 1991 in the original principal sum of
$2,900,000.00 executed by the Company, and the Company desire to amend the
Educational Medical, Inc. Securities Purchase Agreement (the "Securities
Purchase Agreement") dated as of July 23, 1991 to add a new clause to Section
13G of the Securities Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, and intending to
be legally bound, the undersigned parties agree to amend Section 13G of the
Securities Purchase Agreement to read as follows:
"13G. Certain Issues of Common Stock Excepted. Anything
herein to the contrary notwithstanding, the Company shall not
be required to make any adjustment of the Exercise Price in
the case of (i) the issuance of the Securities pursuant to
this Agreement; (ii) the issuance of shares of capital stock
of the Company upon exercise of the Warrants; (iii) the
issuance of up to 1,020,000 shares of Common Stock upon
conversion of the Company's Cumulative Convertible Preferred
Stock issued and outstanding as of the Closing Date; (iv) the
issuance of shares of Common Stock upon the exercise of
existing stock options granted prior to the Closing and the
issuance of shares of Common Stock after the Closing to
employees, consultants or directors (and the grant of options
therefor) so long as such shares in the aggregate do not
exceed at any time 10% of the total number of shares of the
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Company's Common Stock on a fully diluted basis (as adjusted
for stock splits, stock dividends, reclassifications,
recharacterizations or similar events) and the exercise price
of the options is equal to or greater than the then Exercise
Price; and (v) any and all Common Stock issued upon exercise
of the Stock Purchase Warrant dated as of March 31, 1995
between the Company and Sirrom Capital Corporation. If an
option to an employee, director or consultant shall expire or
terminate for any reason without having been exercised in
full, the unpurchased shares shall again be available for
subsequent option grants and such shares shall be considered
as having been issued only one time."
Except as specifically amended hereby, all provisions of the
Securities Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have caused this First
Amendment to be executed and delivered by their respective officers thereunto
duly authorized as of the date first above written.
EDUCATIONAL MEDICAL, INC.
By:
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Authorized Signatory
STATE EMPLOYEES' RETIREMENT FUND OF THE
STATE OF DELAWARE AND NAP & COMPANY,
ITS REGISTERED NOMINEE
By: Pecks Management Partners Ltd.,
Its Investment Adviser
By:
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Xxxxxx X. Xxxxxx, Managing
Director
TRUST FOR DEFINED BENEFIT PLAN OF ICI
AMERICAN HOLDINGS, INC. AND FUELSHIP &
COMPANY, ITS REGISTERED NOMINEE
By: Pecks Management Partners Ltd.,
Its Investment Adviser
By:
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Xxxxxx X. Xxxxxx, Managing
Director
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TRUST FOR DEFINED BENEFIT PLAN OF ICI
AMERICAN HOLDINGS, INC. AND FUELSHIP &
COMPANY, ITS REGISTERED NOMINEE
By: Pecks Management Partners Ltd.,
Its Investment Adviser
By:
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Xxxxxx X. Xxxxxx, Managing
Director
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