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[EXECUTION COPY]
AMENDMENT NO. 1
TO REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment No.
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1") is dated as of July 7, 2000, between ASCHE TRANSPORTATION SERVICES, INC., a
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Delaware corporation (the "Company"), and CHURCHILL ENVIRONMENTAL & INDUSTRIAL
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EQUITY PARTNERS, INC., a limited partnership organized under the laws of the
State of Delaware (together with its assigns under the Agreement, the
"Holder").
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WHEREAS, the Company and the Holder entered into a Registration Rights
Agreement (the "Agreement") in conjunction and contemporaneously with a Stock
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Purchase Agreement, dated as of August 17, 1999, between the Company and the
Holder (the "Stock Purchase Agreement");
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WHEREAS, under the Agreement, the Holder was granted by the Company certain
registration rights with respect to Registrable Shares (as defined therein);
WHEREAS, the Company, the Holder and certain other persons have entered
into a Note and Warrant Purchase Agreement (the "Purchase Agreement"), pursuant
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to which the Company has issued to the Holder a Warrant to purchase shares of
the Company's common stock (the "Warrant Shares") and has accelerated and issued
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additional shares of common stock as required to be issued by the Stock Purchase
Agreement (the "Additional Shares");
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WHEREAS, the Holder owns all of the Registrable Shares;
WHEREAS, Section 12(h) of the Agreement requires the written consent of the
holder(s) of a majority of the Registrable Shares prior to amending the
Agreement;
NOW THEREFORE, the parties hereto acknowledge and agree as follows:
1. The Warrant Shares and the Additional Shares shall be deemed and shall
in fact be Registrable Shares, as defined in the Agreement.
2. All rights of the Holder with respect to the Registrable Shares under
the Agreement shall pertain to the Warrant Shares and the Additional
Shares.
3. Except as amended hereby, the Agreement shall remain in full force and
effect, as amended hereby, and each of the parties thereto hereby
reaffirms all of its rights and obligations under the Agreement, as
amended hereby.
4. Holder's consent to this Amendment No. 1 is effected and evidenced by
the Holder's execution of this Amendment No. 1.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Registration Rights Agreement as of the date first written above.
COMPANY: SPECIALTY TRANSPORTATION SERVICES, INC.
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By:_________________________________
Title: _______________________________
HOLDER: CHURCHILL ENVIRONMENTAL &
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INDUSTRIAL EQUITY PARTNERS,
L.P., a Delaware limited partnership
By Churchill Capital Environmental,
L.L.C., a Delaware limited liability company
Its General Partner
By Churchill Capital, Inc.,
Its Managing Agent
By: ______________________________________
Name: ___________________________________
Title: ____________________________________
