1
EXHIBIT 10.6
AMENDMENT NUMBER ONE TO THE
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NUMBER ONE (this "Amendment") to the REGISTRATION RIGHTS
AGREEMENT (the "Agreement") by and among Value Partners, LTD, a Texas limited
partnership ("Value Partners"), X. Xxxx Price Recovery Fund II, L.P., a Maryland
limited partnership ("X. Xxxx Price Recovery Fund II"), and Altiva Financial
Corporation, a Delaware corporation (the "Company"), dated as of August 31,
1999, is entered into this 13th day of December 1999. Terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
PRELIMINARY STATEMENTS
The Company previously issued to Value Partners and X. Xxxx Price
Recovery Fund II (collectively, the "Holders") the Notes (or, in the case of the
X. Xxxx Price Recovery Fund II, the Company has recognized the participation
interest of the X. Xxxx Price Recovery Fund II in the Notes) in the aggregate
principal amount of $7,000,000. As of the date hereof, the Company has issued
additional 12% Secured Convertible Notes due 2006 in the aggregate principal
amount of $250,000 (the "Additional Notes") to Value Partners and X. Xxxx Price
Recovery Fund II has purchased a 100% participation interest therein.
The parties hereto desire to amend the Agreement to reflect the
issuance of the Additional Notes.
AGREEMENTS
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree to amend the Agreement
as follows:
1. The first recital in the Agreement is amended and restated as
follows:
"WHEREAS, the Company has issued to Holders
$7,250,000 aggregate principal amount of the Notes; and"
2. The second recital in the Agreement is amended and restated as
follows:
"WHEREAS, the Notes are convertible, subject to
certain conditions, into 1,450,000 shares of the common stock
of the Company, par value $0.01 (the "Common Stock") (such
shares, subject to adjustment in accordance with the terms of
the Notes are herein after referred to as the "Securities");
and"
2
3. This Amendment may be executed in any number of counterparts.
All of the separate counterparts of this Amendment shall constitute but one and
the same instrument. This Amendment shall be binding upon the parties hereto and
their respective successors and assigns.
2
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
VALUE PARTNERS, LTD
By: XXXXX & PARTNERS,
General Partner
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Partner
X. XXXX PRICE RECOVERY FUND II, L.P.
By: X. Xxxx Price Recovery Fund II Associates, L.L.C.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
ALTIVA FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name:
Title:
3
