AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") made
and entered into as of this 1st day of October, 1997 by and among NAL FINANCIAL
GROUP INC., a Delaware corporation (the "Company"), BENEFICIAL STANDARD LIFE
INSURANCE COMPANY ("BSLIC"), GREAT AMERICAN RESERVE INSURANCE COMPANY ("GARCO")
and CIHC, INC. ("CONSECO"), amends that certain Registration Rights Agreement,
dated April 23, 1996, by and among the Company, BSLIC and GARCO (the
"Registration Rights Agreement").
WHEREAS, the Company has created a class of authorized Preferred Stock,
$.01 par value, of the Company designated "Series A Preferred Stock," the shares
of which have voting powers, preferences and other specials rights as more fully
set forth in the Certificate of Designation of Series A Preferred Stock of NAL
Financial Group Inc., of even date herewith (the "Certificate of Designation");
WHEREAS, the shares of Series A Preferred Stock (the "Series A Shares")
are convertible into shares of the Company's Common Stock in accordance with the
provisions of the Certificate of Designation;
WHEREAS, the holders of the Series A Shares may elect, in accordance
with the provisions of the Certificate of Designation, to receive dividend
payments thereon in the form of shares of the Company's Common Stock; and
WHEREAS, the parties hereto desire to amend the Registration Rights
Agreement to add the holder of the Series A Shares as a Holder and to provide
that any shares of Common Stock received by such Holder upon either the
conversion of Series A Shares or as a dividend payment on Series A Shares shall
be subject to registration rights identical to those afforded Registrable
Securities (as such term is defined in the Registration Rights Agreement) in the
Registration Rights Agreement.
NOW, THEREFORE, for and in consideration of the premises set forth above
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and confessed, the parties hereto agree as follows:
1. The definition of the term "Common Stock" set forth in the Registration
Rights Agreement is hereby amended and restated in its entirety to read as
follows:
"Common Stock" means any outstanding shares of Common Stock of the
Company, as well as any shares of Common Stock of the Company issuable either
(i) upon the conversion of the Debentures or Series A Shares, or (ii) as a
dividend payment on the Series A Shares.
2. The definition of the term "Holders" set forth in the Registration
Rights Agreement is hereby amended and restated in its entirety to read as
follows:
"Holders" means CIHC, Incorporated for so long as (and to the extent
that) they own any Registrable Securities, and each of their successors,
assigns, and direct and indirect transferees who become registered owners of
Registrable Securities or securities exercisable, exchangeable or convertible
into Registrable Securities.
3. The definition of the term "Registrable Security(ies)" set forth in the
Registration Rights Agreement is hereby amended and restated in its
entirety to read as follows:
"Registrable Security(ies)" means all or any portions of any shares of
Common Stock or other equity securities of the Company that may be issued upon
the conversion of, or as a dividend payment on, the Series A Shares, or upon the
conversion of, or in exchange for, the Debentures, and any additional shares of
Common Stock or other equity securities of the Company issued or issuable after
the date hereof in respect of any such securities (or other equity securities
issued in respect thereof) by way of a stock dividend or stock split, in
connection with a combination, exchange, reorganization, recapitalization or
reclassification of Company securities, or pursuant to a merger, division,
consolidation or other similar business transaction or combination involving the
Company; provided that: as to any particular Registrable Securities, such
securities shall cease to constitute Registrable Securities (i) when a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of thereunder, or (ii) when and to the extent such securities are
permitted to be distributed pursuant to Rule 144 (or any successor provision to
such Rule) under the Securities Act or are otherwise freely transferable to the
public without further registration under the Securities Act and are not subject
to any limitations on the amount of sales under Rule 144 or (iii) when such
securities shall have ceased to be Outstanding and, in the case of clause (ii),
the Company shall, if requested by the Holder or Holders thereof, have delivered
to such Holder or Holders the written opinion of independent counsel to the
Company to such effect. Any time this Agreement requires the vote or consent of
the Holders of a "majority" or other stated percentage of the Registrable
Securities, the term Registrable Securities shall, solely for purposes of
calculating such vote, be deemed to include only the Registrable Securities then
issuable under the Debentures, the Series A Preferred Shares, and any other
securities exercisable or exchangeable for, or convertible into, Registrable
Securities.
4. A definition of the term "Series A Shares" shall be added to Article 1
of the Registration Rights Agreement to read as follows:
"Series A Shares" means shares of the Company's preferred stock
designated as "Series A Preferred Stock," which have voting powers, preferences
and other specials rights as more fully set forth in the Certificate of
Designation of Series A Preferred Stock of NAL Financial Group Inc., dated as of
October 1, 1997.
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5. The notice address for Xxxxxxx X. Xxxxx, Esquire set forth in Article
10(d) of the Registration Rights Agreement is hereby amended to read as
follows:
Xxxxxxx X. Xxxxx, Esquire
Xxxxxxxx Xxxxxxxxx Professional Corporation
Eleven Xxxx Xxxxxx, 00xx Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
6. The Notice Schedule attached to the Registration Rights Agreement is
hereby amended as set forth on Exhibit A attached hereto.
7. Except as otherwise provided herein, the terms of the Registration
Rights Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
have executed this Amendment as of the date first written above.
NAL FINANCIAL GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
--------------------------------
Title: Chairman & CEO
--------------------------------
GREAT AMERICAN RESERVE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
--------------------------------
Title: President
-------------------------------
BENEFICIAL STANDARD LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
----------------------------------
Title: Executive Vice President and
Chief Financial Officer
----------------------------------
CIHC, INCORPORATED
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
----------------------------------
Title: Vice President
---------------------------------
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EXHIBIT A
NOTICE SCHEDULE:
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