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                                                                    Exhibit 9.05
                   AMENDMENT NO. 2 dated as of December 11, 1996, to the
              MANAGEMENT STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT dated
              as of October 9, 1992, as amended by Amendment No. 1 dated as of
              July 3, 1996 (as so amended, the "Management Stockholders
              Agreement"), among BCP/ESSEX HOLDINGS INC. (as successor to B E
              ACQUISITION CORPORATION), a Delaware corporation (the "Company"),
              the MANAGEMENT PURCHASERS party thereto and BESSEMER HOLDINGS,
              L.P. (as successor in interest to BESSEMER CAPITAL PARTNERS,
              L.P.), a Delaware limited partnership.


         WHEREAS, the parties to the Management Stockholders Agreement wish to
amend the Management Stockholders Agreement upon the terms and subject to the
conditions set forth herein.


         NOW, THEREFORE, in consideration of the premises and the respective
agreements hereinafter set forth, the parties hereto agree as follows:

         SECTION 1.  DEFINITIONS.  Unless otherwise defined herein, each term
used herein that is defined in the Management Stockholders Agreement shall have
the meaning assigned thereto in the Management Stockholders Agreement.

         SECTION 2.  AMENDMENT OF MANAGEMENT STOCKHOLDERS AGREEMENT.  The
Management Stockholders Agreement is hereby amended as follows:

         (a)  The definition of "BCP Group" in Section 1.01 is amended by
inserting the phrase ", PROVIDED that for purposes of this clause (B), the term
BCP Affiliate shall not include the Company or any person controlled by the
Company" immediately prior to the phrase "(collectively, "BCP Associates")".

         (b)  The definition of "Fair Market Value" in Section 1.12 is amended
by inserting the following clause immediately after the comma at the end of such
Section 1.12:

    "PROVIDED, HOWEVER, that in the event no sale of Common Stock to BCP, the
    Company or a Management Purchaser has 

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    occurred during the two year period prior to the date described in clause 
    (A), (B) or (C) above, as applicable, the value of shares of Common Stock 
    shall be determined pursuant to clause (ii) above.".

         (c)  The definition of "Initial Public Offering" in Section 1.15 is
amended by deleting the phrase "of at least 20% of the sum of (i) the total
number of shares of Common Stock of Holdings that are then outstanding and
(ii) the total number of shares of Common Stock of Holdings that are issuable
pursuant to options, warrants or other rights or upon the conversion or exchange
of any other securities then outstanding" and inserting in its place "of Common
Stock of Holdings".

         (d)  The definition of "Permitted Transferees" in Section 1.19 is
amended by inserting the phrase ", his spouse, his lineal descendants, any other
member of his family approved by the Board of Directors of the Company, a trust,
the beneficiaries of which include only such Management Purchaser, his spouse,
his lineal descendants and any other member of his family approved by the Board
of Directors of the Company," immediately after the phrase "the Company" in
clause (i) thereof.

         (e)  The definition of "Retirement" in Section 1.24 is amended by
deleting "65" and inserting in its place "60".

         (f)  Article II is amended by inserting at the end thereof the
following new Section 2.08:

              "SECTION 2.08.  EXCLUSIONS; TERMINATION.  (a)  This Article II
    shall not apply to any sale of Common Stock to the Company in a transaction
    approved by the Board of Directors of the Company or any duly appointed
    committee thereof.  

              (b)  This Article II shall terminate 90 days following the
    Initial Public Offering.".

         (g)  Section 3.01(b) is amended by deleting the last sentence thereof
and inserting in its place the following sentence:

    "All calculations pursuant to this paragraph (i) shall include any shares
    of Common Stock issuable pursuant to employee stock options and (ii) shall
    exclude and 

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                                                                               3

    ignore any shares of Common Stock issuable pursuant to warrants, options 
    (other than employee stock options excluded in clause (i) above) and other 
    rights pursuant to convertible or exchangeable securities.".

         (h)  Section 4.01(a) shall be amended and restated to read as follows: 


         "(a)  If, prior to the Initial Public Offering, a Management
    Purchaser's employment with the Company and its subsidiaries is terminated,
    then such Management Purchaser or his Estate (hereinafter sometimes
    collectively referred to as the "Purchaser's Group") shall have the right,
    subject to the provisions of Article V hereof, for one year following the
    date of termination of employment of the Management Purchaser, to sell to
    the Company (or its designee), and the Company (or its designee) shall be
    required to purchase (subject to the terms of Article V hereof), on one
    occasion from each member of the Purchaser's Group, all or a portion of the
    shares of Common Stock then held by such member.  Such purchase shall be
    made (i) in the event of termination due to Retirement, Disability or death
    of such Management Purchaser, at a price equal to the Fair Market Value of
    such shares, and (ii) in the event of any other termination, at a price
    equal to the lesser of (A) the Fair Market Value of such shares and (B) the
    purchase price paid by such Management Purchaser for such shares."

         (i)  Section 4.01(b) shall be amended by deleting the phrase "90 days
(180 days in the event of death)" and inserting in its place "one year".

         (j)  Section 4.04(a) shall be amended by deleting the phrase ", the
Board may, in its sole discretion, allow such a sale pursuant to the provisions
hereof" and inserting in its place "and such Hardship Transferor establishes to
the reasonable satisfaction of the Board that a financial hardship does exist,
the Board will allow such a sale pursuant to the provisions hereof". 

         (k)  Section 4.04(d) shall be amended by deleting the word "may" in
the proviso thereof and inserting in its place "will".

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                                                                               4

         (l)  Section 5.02 shall be amended by deleting in its entirety the
last sentence of such paragraph and inserting in its place the following:

    "The Company shall have the right to pay the purchase price for the shares
    of Common Stock pursuant to Article II or IV hereof, by use of a Junior
    Subordinated Note only if there exists at such time or could reasonably be
    expected to exist (or the use of cash, or failure to use such Junior
    Subordinated Note as payment would result in or could reasonably be
    expected to result in) a Financing Default or a Violation.".

         (m)  Article VII is amended by inserting at the end thereof the
following new Section 7.18:

              "SECTION 7.18.  TERMINATION.  This Agreement (other than with
    respect to pending purchases and sales subject to this Agreement) shall
    terminate thirty days following BCP Group ceasing to have Beneficial
    Ownership of 14,000,000 shares of Common Stock (subject to adjustment for
    any stock split, stock combination, stock dividend or other non-cash
    distribution on such Common Stock).".

         SECTION 3.  GOVERNING LAW.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, regardless of
the law that might be applied under applicable principles of conflicts of law.

         SECTION 4.  COUNTERPARTS; EFFECTIVENESS.  The Amendment may be signed
in any number of counterparts, each of which shall be an original and all of
which together shall constitute the same instrument, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

         SECTION 5.  HEADINGS, ETC.  The headings of the various sections of
this Amendment are for convenience of reference and shall not modify, define,
expand or limit any of the terms or provisions hereof.

         SECTION 6.  SEVERABILITY.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and 

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                                                                               5

any such prohibition or unenforceability in any jurisdiction shall not 
invalidate or render unenforceable such provision in any other jurisdiction.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                           BESSEMER HOLDINGS, L.P.,

                                             by KYLIX HOLDINGS, L.L.C., its 
                                                general partner,
                             
                                                by  DEMAREST CORPORATION,
                                                    a manager,

                                                    by  /s/ Robert D. Lindsay  
                                                       ------------------------
                                                       Name:  Robert D. Lindsay
                                                       Title:  President


                                           THE MANAGEMENT PURCHASERS WHO ARE
                                           PARTIES TO THE MANAGEMENT 
                                           SUBSCRIPTION AGREEMENT,

                                             by  /s/ Steven R. Abbott   
                                                ------------------------
                                                Name:  Steven R. Abbott
                                                Title:  Attorney-in-Fact


                                           BCP/ESSEX HOLDINGS INC.,

                                             by  /s/ Steven R. Abbott   
                                                ------------------------
                                                Name:  Steven R. Abbott
                                                Title:  President

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                                           BESSEMER HOLDINGS SPECIAL
                                           SITUATIONS, L.P.

                                             by  KYLIX HOLDINGS, L.L.C., its 
                                                 general partner,

                                             by  DEMAREST CORPORATION, 
                                                 a manager,

                                             by  /s/ Robert D. Lindsay  
                                                ------------------------
                                                Name:  Robert D. Lindsay
                                                Title:  President