Registration Rights Agreement [Amendment No. 1] - Opinion Research Corp., Allied Capital Corp. and Allied Investment Corp.
AMENDMENT NO. 1 TO THE
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment") to that certain Registration Rights
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 10.4 of the Agreement, the Company and Allied
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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 two-thirds of the Registrable
Securities.
AGREEMENT:
NOW THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 1.5 of the Agreement shall hereby be amended and restated in its
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entirety as follows:
"The Company shall not include in any Demand Registration any
securities which are not Registrable Securities without the prior written
consent of the holders of at least two-thirds of the Registrable Securities
included in such registration. If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company in writing that
in their opinion the number of Registrable Securities and, if permitted
hereunder, other securities requested to be included in such offering,
exceeds the number of Registrable Securities and other securities, if any,
which can be sold therein without adversely affecting the marketability of
the offering, the number of shares that may be included in the underwriting
shall be allocated to the holders of Registrable Securities on a pro rata
basis based on the number of Registrable Securities held by all such
holders. Any Registrable Securities excluded or withdrawn from such
underwriting shall be withdrawn from the registration."
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2. Section 2.2 of the Agreement shall hereby be amended and restated in
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its entirety as follows:
"If a Piggyback Registration is an underwritten primary registration
on behalf of the Company, and the managing underwriters advise the Company
in writing that in their opinion the number of securities requested to be
included in such registration exceeds the number which can be sold in such
offering without adversely affecting the marketability of the offering, the
Company shall include in such registration: (i) first, the securities the
Company proposes to sell; (ii) second, the Registrable Securities and Other
Registrable Securities requested to be included in such registration, pro
rata among the holders of such Registrable Securities and Other Registrable
Securities based on the total number of Registrable Securities and Other
Registrable Securities held by such holders; and (iii) third, to any
stockholder of the Company (other than a holder of Registrable Securities
or Other Registrable Securities) on a pro rata basis."
3. Section 2.3 of the Agreement shall hereby be amended and restated in its
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entirety as follows:
"(a) If a Piggyback Registration is an underwritten secondary
registration on behalf of holders of the Other Registrable Securities, and
the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of the offering, the Company shall
include in such registration: (i) first, to the holders of the Other
Registrable Securities; (ii) second, to the holders of Registrable
Securities requested to be included in such registration, pro rata among
the holders of such Registrable Securities based on the total number of
Registrable Securities held by such holders; and (iii) third, to any
stockholder of the Company (other than a holder of Registrable Securities
or Other Registrable Securities) on a pro rata basis.
(b) If a Piggyback Registration is an underwritten secondary
registration on behalf of holders of the Company's securities other than
holders of Other Registrable Securities, and the managing underwriters
advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without adversely affecting the
marketability of the offering, the Company shall include in such
registration: (i) first, the Registrable Securities and Other Registrable
Securities requested to be included in such registration, pro rata among
the holders of such securities based on the total number of Registrable
Securities or Other Registrable Securities held by such holders; and (ii)
second, the other securities requested to be included in such
registration."
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4. Section 9 of the Agreement shall be amended to include the following
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definition:
"Other Registrable Securities" means the Common Stock issued or
issuable to LLR Equity Partners, L.P., a Pennsylvania limited partnership
("LLR Equity Partners"), and LLR Equity Partners Parallel, L.P., a
Pennsylvania limited partnership ("LLR Parallel") and with respect to which
LLR Equity Partners and LLR Parallel has been granted registration rights.
5. All references to the Agreement shall be deemed to refer to the Agreement
as amended hereby.
6. 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.
7. 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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Signatures on following page
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
Registration Rights 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