Exhibit 10.31
FORM OF SECOND AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
SECOND AMENDMENT (this "Amendment") TO AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT, dated as of December 31, 1996 (the "Original
Agreement"), between FRONT ROYAL, INC., a North Carolina corporation (the
"Company"), and the parties thereto (the "Original Parties"), as amended by
the First Amendment to Registration Rights Agreement, dated as of July ___,
1997 (the "First Amendment" and collectively with the Original Agreement, the
"Registration Rights Agreement") between the Company and the other parties
thereto (the "First Amendment Parties" and together with the Original Parties,
the "Current Parties") between the Company, the Current Parties and Wycon
Corporation, United American Financial Services Corporation and Americlaim
Adjustment Corp. (each a "New Party" and collectively, the "New Parties").
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Registration Rights Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 3.03 of the Registration Rights
Agreement, such agreement may be amended upon the written consent of the
holders of more than two-thirds of the Registrable Securities; and
WHEREAS, the Current Parties consenting to this Amendment
are holders of more than two-thirds of the Registrable Securities and hereby
wish to amend the Registration Rights Agreement so that (i) each of the New
Parties will be included in the definition of "Parties" in the Registration
Rights Agreement, (ii) each of the shares of the Class A Common Stock issued
to the New Parties pursuant to the Stock and Asset Purchase and Sale Agreement
dated as of March 6, 1998 (the "Purchase Agreement") among the Company, PNIC
Holdings, Inc., Preferred National Financial Corp. and the New Parties will be
included in the definition of "Registrable Securities" in the Registration
Rights Agreement and each of the shares of the Class A Common Stock issuable
on exercise of the warrants issued to the New Parties (the "New Parties
Warrants") pursuant to the Purchase Agreement will be included in the
definition of "Registerable Securities" in the Registration Rights Agreement
and (iii) each of the New Parties' Warrants will be included in the definition
of "Warrants" in the Registration Rights Agreement.
NOW, THEREFORE, the Company, the holders of at least
two-thirds of the Registrable Securities and the New Parties hereby agree that
the Registration Rights Agreement is amended as follows:
1. Amendment to Registration Rights Agreement. The Registration
Rights Agreement is hereby amended as follows:
(a) The definition of "Parties" is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:
"(l) "Parties" means, collectively, the First Parties, the
Second Parties, the Third Parties, the Fourth Parties, the
Preferred Holders, the Rockwood Warrant Holders and Wycon
Corporation, United American Financial Services Corporation and
Americlaim Adjustment Corp."
(b) The definition of "Registrable Securities" is hereby deleted
in its entirety and the following shall be inserted in lieu thereof:
"(o) "Registrable Securities" means:
(i) Registrable Shares, as defined in the Original
Registration Agreement; and
(ii) Shares of Class A Common Stock issued or issuable on
exercise of the Second Warrants, the Third Warrants, the Fourth
Warrants and the Fifth Warrants, the Rights and any shares of
Common Stock issued on account of such Common Stock; and
(iii) Shares of Class A Common Stock issued or issuable on
conversion of the Class C Common Stock, and any shares of
Common Stock issued on account of such Class A Common Stock;
and
(iv) Shares of Class A Common Stock that are issued on
exercise of the Rights, and any shares of Common Stock issued
on account of such Class A Common Stock; and
(v) Shares of Class A Common Stock issued or issuable on
conversion of the Series A Preferred, and any shares of Common
Stock issued on account of such Class A Common Stock; and
(vi) Shares of Class A Common Stock issued to Wycon
Corporation, United American Financial Services Corporation and
Americlaim Adjustment Corp. pursuant to the Stock and Asset
Purchase and Sale Agreement (the "PNIC Agreement") dated as of
March 6, 1998 among the Company, PNIC Holdings, Inc., Preferred
National Financial Corp., Wycon Corporation, United American
Financial Services
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Corporation, Americlaim Adjustment Corp. and, for certain
limited purposes specified therein, Xxxxxxx Xxxxxxxx; and
(vii) Shares of Class A Common Stock issued or issuable on
exercise of the warrants issued to Wycon Corporation, United
American Financial Services Corporation and Americlaim
Adjustment Corporation pursuant to the PNIC Agreement and
Common Stock issued on account of such Common Stock;
provided, however, that shares of Common Stock that are
Registrable Securities shall cease to be Registrable Securities
(x) upon the consummation of any sale of such shares pursuant
to an effective registration statement under the Securities Act
or Rule 144 under the Securities Act or (y) at such time as
such Registrable Securities become eligible for sale under Rule
144(k) under the Securities Act.
(c) The definition of "Warrants" is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:
(s) "Warrants" shall mean the Series I Warrants, the First
Warrants, the Second Warrants, the Third Warrants, the
Fourth Warrants, the Fifth Warrants and the warrants
issued to Wycon Corporation, United American Financial
Services Corporation and Americlaim Adjustment Corporation
pursuant to the PNIC Agreement.
2. New Parties. Each of the New Parties identified on the signature
page hereto are hereby added as Parties to the Registration Rights Agreement
and by executing this Amendment, hereby agree to be bound by the terms and
obligations hereof and by the terms and obligations of the Registration Rights
Agreement and shall be entitled to the benefits thereof.
3. Required Demand Percentage. The parties confirm that the number of
shares of Common Stock constituting the Required Demand Percentage is
1,947,645.
4. Registration Rights Agreement. Except as expressly amended by this
Amendment, the Registration Rights Agreement is not hereby amended,
supplemented or otherwise modified and shall remain in full force and effect.
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5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which, taken together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the ____ day of __________, 1998.
COMPANY:
FRONT ROYAL INC.
By:_________________________
Name:
Title:
NEW PARTIES:
WYCON CORPORATION
By:_________________________
Name:
Title:
UNITED AMERICAN FINANCIAL
SERVICES CORPORATION
By:_________________________
Name:
Title:
AMERICLAIM ADJUSTMENT CORP.
By:_________________________
Name:
Title:
(Signatures of Current Parties on following page)
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FWH, INC.
By:_________________________
Name:
Title:
FORT WASHINGTON HOLDINGS, INC.
By:_________________________
Name:
Title:
PREMIER AUTO INSURANCE COMPANY
By:_________________________
Name:
Title:
TECHNOLOGY LEADERS L.P.
By: Technology Leaders Management, Inc.
(General Partner)
By:_________________________
Name:
Title:
TECHNOLOGY LEADERS F.R. CORP.
By:_________________________
Name:
Title:
TECHNOLOGY LEADERS OFFSHORE CV
By:_________________________
Name:
Title:
----------------------------
Xxx Xxxxxx
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X.X. XXXXXXX TRUST
By:_________________________
Name:
Title:
By:_________________________
Name:
Title:
----------------------------
J. Xxxx Xxxxx
XXXX X. XXXXX FAMILY PARTNERSHIP, L.P.
By:
By:_________________________
Name:
Title:
MBA VENTURES, L.P.
By:
By:_________________________
Name:
Title:
HIGH RIDGE CAPITAL PARTNERS LIMITED
PARTNERSHIP
By:
By:_________________________
Name:
Title:
----------------------------
Xxxxx Xxxx
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XXXXX GLOBAL INVESTMENTS, LTD.
By:
By:_________________________
Name:
Title:
XXXXXXX XXXXXXXX POUR OFF TRUST
By:_________________________
Name: Xxxxxxx Xxxxxxxx
Title: Trustee
----------------------------
Xxxxxxx Xxxxxxxx
XXXXXXX XXXXXXXX LONG-TERM INVESTMENT
TRUST
By:_________________________
Name: Xxxxxxx Xxxxxxxx
Title: Trustee
ATLANTIC VENTURE PARTNERS, II, L.P.
By:_________________________
(General Partner)
By:_________________________
Name:
Title:
VIRGINIA CAPITAL, L.P.
By: Virginia Capital Management, Inc.
(General Partner)
By:_________________________
Name:
Title:
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