EXHIBIT 10.1.1
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 1 dated as of October 15, 1996 (the "Amendment"), among USS
Holdings, Inc., a Delaware corporation (the "Corporation"), and the stockholders
of the Corporation listed on the signature pages hereof, to the Stockholders
Agreement dated as of February 9, 1996 among the Corporation and the
Stockholders (the "Stockholders Agreement"; terms defined therein being used
herein as therein defined except as otherwise defined herein).
The parties hereto, being the parties to the Stockholders Agreement
required to amend the Stockholders Agreement in accordance with Section 18(a)
thereof, hereby amend the Stockholders Agreement as follows:
1. Section 1(a) of the Stockholders Agreement is hereby amended by (a)
deleting in the definition "DGHA Restricted Shares" the number "276,814" and by
substituting therefor the number "245,098" and (b) deleting in the definition
"Manager Restricted Shares" the number "138,411" and by substituting therefor
the number "122,549".
2. Subparagraph (xi) of Section 4(a) of the Stockholders Agreement is
hereby amended by deleting in clause (a) thereof the words "the DGHA Repurchase
Agreement and the Manager Repurchase Agreement" and by substituting therefor the
words "the DGHA Repurchase Agreement, the Manager Repurchase Agreement and the
Stock Purchase Loan Notes".
3. Subparagraph (xiii) of Section 4(a) of the Stockholders Agreement is
hereby amended by deleting in clause (a) thereof the words "reasonable advances
to employees in the ordinary course of business" and by substituting therefor
the words "loans pursuant to the Stock Purchase Loan Notes and reasonable
advances to employees in the ordinary course of business".
4. Subparagraph (i) of Section 6(a) of the Stockholders Agreement is
hereby amended by deleting the first sentence thereof and by substituting
therefor the following: "CMCC hereby grants to each DGHA Stockholder named on
Schedule 10 attached hereto an option (the "Option") during the Option Term to
purchase, for the purchase price per Unit set out in Section 6(a)(iii), in the
aggregate up to the number of Units equal to the sum of (a) the number of Units
set forth opposite such DGHA Stockholder's name on such Schedule plus (b) the
number of Units that have not been purchased by the HCG/HSC Stockholders
pursuant to Section 6(b) on or prior to December 31, 1996 multiplied by a
fraction the numerator of which is the "number of Units set forth opposite such
DGHA Stockholder's name on such Schedule and the denominator of which is
50,000".
5. Subparagraph (i) of Section 6(b) of the Stockholders Agreement is
hereby amended by deleting in the second sentence thereof the words "within 90
days after the date hereof" and by substituting therefor the words "no later
than December 31, 1996".
6. Section 7(c) of the Stockholders Agreement is hereby amended by
deleting in the first sentence thereof the words "July 31, 1996 (the "Reference
Date"), the Corporation shall have the right, but not the obligation, to issue
to the Manager Stockholders" and by substituting therefor the words "October 31,
1996 (the "Reference Date"), the Corporation shall have the
right to issue to the Manager Stockholders, or reserve, by action taken by the
Board, for issuance to the Manager Stockholders after the Reference Date,".
7. Section 7(d) of the Stockholders Agreement is hereby amended by
deleting in the first sentence thereof the words "sold by the Corporation to the
Manager Stockholders" and by substituting therefor the words "sold, or reserved
by the Board for sale, by the Corporation to the Manager Stockholders".
8. Section 7(e) of the Stockholders Agreement is hereby amended by
deleting the words "August 10, 1996, the Corporation shall notify CMCC in
writing of (i) the number of Manager Shares that were sold by the Corporation to
the Manager Stockholders" and by substituting therefor the words "December 31,
1996, the Corporation shall notify CMCC in writing of (i) the number of Manager
Shares that were sold, or reserved by the Board for sale, by the Corporation to
the Manager Stockholders".
9. Section 17 of the Stockholders Agreement is hereby amended by (a)
deleting in Section 17(c) thereof the words "Section 14" and by substituting
therefor the words "Section 17(b)" and (b) by adding new Section 17(e) thereto
as follows: "(e) Each Stockholder, by acceptance and receipt of any Securities,
hereby agrees, upon the request of the Corporation, to execute and deliver to
the Corporation any Disclosure Statement and Consent or Consent and Irrevocable
Proxy intended by the Corporation to achieve the Requisite Stockholder
Approval".
10. The parties hereto hereby acknowledge and agree that, notwithstanding
anything to the contrary contained in the Stockholders Agreement, Michael R.
Boyce shall be permitted to purchase, and the Corporation shall be permitted to
sell, up to 4,437 Manager Restricted Shares pursuant to Section 7(a) of the
Stockholders Agreement and, solely with respect to such Manager Restricted
Shares, Mr. Boyce shall be deemed to be a Manager Stockholder for purposes of
the Stockholders Agreement.
11. The parties hereto hereby acknowledge and agree that, notwithstanding
anything to the contrary contained in the Stockholders Agreement, (a) Paul
Guttmann, James Walker and William White shall be permitted to purchase, and
CMCC shall be permitted to sell, up to 12,160 Units pursuant to Section 6(b) of
the Stockholders Agreement, provided that such persons shall not be deemed to be
HCG/HSC Stockholders for purposes of the Stockholders Agreement and (b) the
Corporation shall be permitted to loan to such persons up to 80% of the cash
purchase price to be paid by such persons for such Units, such loans to be
evidenced by Stock Purchase Loan Notes.
12. This Amendment may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
Amendment.
13. This Amendment shall be governed by the internal law, and not the law
of conflicts, of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.
USS HOLDINGS, INC.
By: /s/ Donald G. Kilpatrick
--------------------------------
Name:
Title:
CHASE MANHATTAN CAPITAL CORPORATION
By: /s/ Jeffrey C. Walker
--------------------------------
Name: Jeffrey C. Walker
Title: President
/s/ D. George Harris
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D. George Harris
/s/ Anthony J. Petrocelli
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Anthony J. Petrocelli
/s/ Richard J. Donahue
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Richard J. Donahue
/s/ Donald G. Kilpatrick
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Donald G. Kilpatrick
___________________________________
David Willetts
/s/ Richard J. Nick
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Richard J. Nick
/s/ William J. Sichko
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William J. Sichko
/s/ Emanuel J. Di Teresi
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Emanuel J. Di Teresi
/s/ Michael R. Boyce
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Michael R. Boyce
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/s/ Matthew J. Dowd
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Matthew J. Dowd
Trust under Agreement of D. George Harris dated
November 18, 1994 F/B/O Robert Harris
By: /s/ Anthony J. Petrocelli
---------------------------------
Anthony J. Petrocelli, Trustee
By: /s/ Donald G. Kilpatrick
---------------------------------
Donald G. Kilpatrick, Trustee
Trust under Agreement of D. George Harris dated
November 18, 1994 F/B/O Margaret Harris
By: /s/ Anthony J. Petrocelli
---------------------------------
Anthony J. Petrocelli, Trustee
By: /s/ Donald G. Kilpatrick
---------------------------------
Donald G. Kilpatrick, Trustee
Trust under Agreement of D. George Harris dated
November 18, 1994 F/B/O Paige Coleman
By: /s/ Anthony J. Petrocelli
---------------------------------
Anthony J. Petrocelli, Trustee
By: /s/ Donald G. Kilpatrick
---------------------------------
Donald G. Kilpatrick, Trustee
Trust under Agreement of D. George Harris dated
November 18, 1994 F/B/O Keith Coleman
By: /s/ Anthony J. Petrocelli
---------------------------------
Anthony J. Petrocelli, Trustee
By: /s/ Donald G. Kilpatrick
---------------------------------
Donald G. Kilpatrick, Trustee
Trust under Agreement of D. George Harris dated
November 18, 1994 F/B/O Augustus Northridge
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By: /s/ Anthony J. Petrocelli
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Anthony J. Petrocelli, Trustee
By: /s/ Donald G. Kilpatrick
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Donald G. Kilpatrick, Trustee
Trust under Agreement of D. George Harris dated
January 31, 1995 F/B/O P.G.F. Scurr
By: /s/ Anthony J. Petrocelli
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Anthony J. Petrocelli, Trustee
By: /s/ Donald G. Kilpatrick
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Donald G. Kilpatrick, Trustee
Trust under Agreement of Anthony J. Petrocelli dated
October 29, 1990
By: /s/ D. George Harris
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D. George Harris, Trustee
By: /s/ Donald G. Kilpatrick
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Donald G. Kilpatrick, Trustee
Trust under Agreement of Donald G. Kilpatrick dated
December 16, 1993 F/B/O Daniel G. Kilpatrick
By: /s/ Donald G. Kilpatrick
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Donald G. Kilpatrick, Trustee
By: /s/ Anthony J. Petrocelli
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Anthony J. Petrocelli, Trustee
Trust under Agreement of Donald G. Kilpatrick dated
December 16, 1993 F/B/O Eleanor P. Kilpatrick
By: /s/ Donald G. Kilpatrick
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Donald G. Kilpatrick, Trustee
By: /s/ Anthony J. Petrocelli
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Anthony J. Petrocelli, Trustee
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Trust under Agreement of Donald G. Kilpatrick dated
December 16, 1993 F/B/O Jennifer C. Kilpatrick
By: /s/ Donald G. Kilpatrick
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Donald G. Kilpatrick, Trustee
By: /s/ Anthony J. Petrocelli
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Anthony J. Petrocelli, Trustee
Trust under Agreement of Donald G. Kilpatrick dated
December 16, 1993 F/B/O Douglas A. Kilpatrick
By: /s/ Donald G. Kilpatrick
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Donald G. Kilpatrick, Trustee
By: /s/ Anthony J. Petrocelli
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Anthony J. Petrocelli, Trustee
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