Investment Agreement [Amendment No. 1] - Opinion Research Corp., Allied Capital Corp. and Allied Investment Corp.
AMENDMENT NO. 1
TO THE
INVESTMENT AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment") to that certain Investment Agreement
dated May 26, 1999 (the "Agreement") by and among Opinion Research Corporation
(the "Company"), Allied Capital Corporation ("Allied Capital") and Allied
Investment Corporation ("Allied Investment", and together with Allied Capital,
"Allied") is made as of this 1st day of September, 2000 by and among the Company
and Allied. All capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Agreement.
RECITALS:
WHEREAS, the Company and Allied are parties to the Agreement;
WHEREAS, pursuant to Section 8.8 of the Agreement, the Company and Allied
desire to amend certain provisions thereof in connection with the Company's sale
of its equity securities; and
WHEREAS, Allied is the holder of at least a majority in interest of the
Debentures.
AGREEMENT:
NOW THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Allied and its successors and assigns with respect to the
Debentures or the Warrant and the Company hereby agree as follows:
1. Section 6.4(a)(iii) of the Agreement shall hereby be amended and restated
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in its entirety as follows:
"(iii) the Company may make a single acquisition of another entity at
a total consideration of $5,000,000 or less in any rolling twelve (12)
month period or two or more acquisitions of other entities at an aggregate
consideration of $7,500,000 or less in any rolling twelve (12) month
period; and"
2. All references to the Agreement shall be deemed to refer to the Agreement
as amended hereby.
3. Except as otherwise expressly set forth in this Amendment, the Agreement
shall continue to be in full force and effect in accordance with its terms.
4. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of which together shall constitute
one and the same document. This Agreement may be executed by facsimile
signatures.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
Investment Agreement as of the date first written above.
OPINION RESEARCH CORPORATION
By: /s/ Kevin P. Croke
_______________________________
Name: Kevin P. Croke
Title: Executive Vice President
ALLIED CAPITAL CORPORATION
By: /s/ Michael Gaffney
_______________________________
Name: Michael Gaffney
Title: Principal
ALLIED INVESTMENT CORPORATION
By: /s/ Michael Gaffney
_______________________________
Name: Michael Gaffney
Title: Principal