EXHIBIT 10.7
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
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This Amendment No. 1 to Registration Rights Agreement, dated as of August
19, 1991, by and between CMI CORPORATION, an Oklahoma corporation (the
"Company"), and RECOVERY EQUITY INVESTORS, L.P., a Delaware limited partnership
(the "Investor"), is made this 15th day of January, 1993.
WHEREAS, the parties hereto are parties to that certain Registration Rights
Agreement, dated as of August 19, 1991 (the "Registration Rights Agreement");
WHEREAS, as of the date hereof, the Company is issuing a warrant
certificate dated the date hereof to the Investor (the "Warrant Certificate");
and
WHEREAS, the parties hereto desire to amend the Registration Rights
Agreement to redefine the term "Registrable Securities" as used in Section 1
thereof to include equity securities and equity security equivalents issued
pursuant to the Warrant Certificate;
NOW, THEREFORE, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall
have their respective meanings as set forth in the Registration Rights
Agreement.
2. The definition of the term "Registrable Securities" contained in
Section 1 of the Registration Rights Agreement is hereby amended to read in its
entirety as follows:
"Registrable Securities" means New Shares and any other Equity
Securities or Equity Security Equivalents acquired by the
Investor pursuant to the provisions of the Investment Agreement
(including, without limitation, any securities acquired pursuant
to any exercise by the Investor of its rights under Section 4.2
of the Investment Agreement and Section 3 of the Shareholders
Agreement) and any other Equity Securities or Equity Security
Equivalents acquired pursuant to any exercise by the Investor (or
any of its permitted assignees) of its rights under that certain
Warrant Certificate, dated January 15, 1993, granting the
Investor the right to purchase up to 450,000 shares of Voting
Class A Common Stock, $0.10 par value, of the Company. As to any
particular Registrable Securities, once issued, such securities
shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have
become effective under the Securities Act (as defined below) and
such securities shall have been disposed of in accordance with
such registration statement, (b) they shall have been sold as
permitted by, and in compliance with, the Securities Act, (c)
they shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfers shall
have been delivered by the Company and subsequent public
distribution of them shall not require registration of them under
the Securities Act, or (d) they shall have ceased to be
outstanding."
3. Notwithstanding anything to the contrary in the Registration Rights
Agreement including, without limitation, Sections 2.1(b), 2.1(f) and 2.2(b), or
the Warrant Certificate issued to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") by the Company on
the date hereof (the "▇▇▇▇▇▇▇ Warrant") including, without limitation, Sections
10.3 and 10.5 thereof, the Investor and the Company hereby agree that in
connection with any registration of securities pursuant to Section 2.1 or
Section 2.2 of the Registration Rights Agreement, ▇▇▇▇▇▇▇ (and/or any
assignee(s) or transferee(s) of ▇▇▇▇▇▇▇) shall be entitled to exercise the
registration rights granted to ▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇ Warrant to
register Holder Shares (as such term is defined in the ▇▇▇▇▇▇▇ Warrant) such
that the ratio of the number of Holder Shares to be registered in such
registration by ▇▇▇▇▇▇▇ (and/or any assignee(s) or transferee(s) of ▇▇▇▇▇▇▇) to
the number of shares of Stock (as such term is defined in the Warrant
Certificate issued to the Investor by the Company on January 15, 1993) to be
registered by the Investor in such registration is equal to 1:20. ▇▇▇▇▇▇▇ and
his assignee(s) and transferee(s) are specifically made third party
beneficiaries of the immediately preceding sentence.
4. Except as specifically provided herein, the terms and provisions of the
Registration Rights Agreement shall remain unchanged and in full force and
effect. This Amendment No. 1 may be executed in any number of counterparts, all
of which taken together shall constitute one and the same amendatory instrument,
and any of the parties hereto may execute this Amendment No. 1 by signing any
such counterpart. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.
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CMI CORPORATION, an Oklahoma
corporation
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: /s/ Vice President and Treasurer
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RECOVERY EQUITY INVESTORS, L.P., a
Delaware limited partnership
By: Recovery Equity Partners, L.P., its
general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇, General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Partner
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