FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.3
EXECUTION VERSION
FIRST AMENDMENT
TO
This First Amendment (the “Amendment”) to the Registration Rights Agreement,
dated November 10, 2006 (the “Registration Rights Agreement”) is executed as of April 19,
2007, among NY Credit Corp., a Maryland corporation (the “Parent”), New York Life Insurance
Company, a New York mutual insurance company (“NYLIC”), Onex Corporation, an Ontario
corporation (“Onex”), HCI Real Estate Finance I GmbH & Co. KG, a German limited partnership
(“HCI”) and Xxxxxxx & Xxxxxxxxx, Inc., a New York corporation (“C&W” and together
with NYLIC, Onex and HCI, the “Holders”). Capitalized terms used herein and not defined
shall have the meanings given to them in the Registration Rights Agreement.
WHEREAS, the parties hereto desire to enter into this Amendment to make certain changes to the
Registration Rights Agreement.
1. The reference to “NY Credit Trust, a Maryland real estate investment trust
(the ‘Trust’)” in the introductory paragraph is hereby changed to “NY Credit Corp., a Maryland
corporation (the ‘Company’)”.
2. All references to the “Trust” are hereby replaced with references to the “Company.”
3. The following definitions in Section 1 shall be amended and restated in their entirety:
“‘Board’ shall mean the Board of Directors of the Company.”
“‘Common Shares’ means the shares of common stock, par value $0.01 per share of the
Company.”
“‘Holder’ shall mean each holder of Partnership Units, LLC Units, Registrable
Securities and/or the Registrable Securities issuable upon exchange of the Partnership Units,
listed in Schedule 1 hereto, in his, her or its capacity as a holder of Registrable Securities.
For purposes of this Agreement, the Company may deem and treat the registered holder of a
Registrable Security as the Holder and absolute owner thereof, unless notified to the contrary in
writing by the registered Holder thereof.”
“‘Registrable
Securities’ shall
mean at any time a class of equity securities of the
Company or of a successor to the entire business of the Company which (i) are the Common Shares
held by the Holders, (ii) are the Common Shares that may be acquired by the Holders in connection
with the exercise by such Holders of the exchange rights associated with the Partnership Units or
(iii) are of a class of securities that are listed for trading on a national securities exchange;
provided, however, such Registrable Securities shall cease to be Registrable Securities upon the
earliest to occur of (A) a registration statement with respect to the sale of such Registrable
Securities shall have become effective under the Securities Act and all such Registrable Securities
shall have been disposed of in accordance with such registration statement, (B) such Registrable
Securities shall have been sold in accordance with Rule 144 (or any successor provision) under the
Securities Act, (C) such Registrable Securities become eligible to be publicly sold without
limitation as to amount or manner of sale pursuant to Rule 144(k) (or any successor provision)
under the Securities Act, (D) such Registrable Securities have ceased to be outstanding or (E) the
two-year anniversary of the effectiveness of the Shelf Registration Statement.”
4. The following definition shall be added to Section 1:
“‘LLC
Units’ shall mean the membership units of NY Credit Operating Company LLC, a
Delaware limited liability company.”
5. Schedule 1 to the Registration Rights Agreement is hereby amended in the form attached
hereto to reflect the changes contemplated by this Amendment.
6. This Amendment may be executed in counterparts, all of which together shall constitute one
agreement binding on all parties hereto, notwithstanding that all parties have not signed the same
counterpart.
7. This Amendment, including its existence, validity, construction and operating effect, and
the rights of each of the parties hereto, shall be governed by and construed in accordance with the
laws of the State of New York.
8. Except as specifically amended hereby, the Registration Rights Agreement and each of the
Schedules and Exhibits thereto is ratified and confirmed and shall remain in full force and effect
in accordance with its terms.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first above
written.
NY CREDIT CORP. |
||||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | Chief Executive Officer |
NEW YORK LIFE INSURANCE COMPANY |
||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Vice President |
ONEX CORPORATION |
||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | VP Finance |
HCI REAL ESTATE FINANCE I GMBH & CO. KG |
||||
By: | HCI Real Estate Finance I | |||
Verwaltungsgesellschaft mbh, a German limited | ||||
liability company, its General Partner | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Managing Director |
REVISED SCHEDULE 1
THE HOLDERS
THE HOLDERS
Number of | ||||
Partnership Units | ||||
or Registrable | ||||
Name of the Holder | Securities Held | Address of the Holder | ||
Onex Corporation
|
2,444,835.1 Registrable Securities |
c/o Onex Real Estate Partners 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxx Facsimile: x0 000 000 0000 |
||
New York Life Insurance Company |
2,445,948.7 Partnership Xxxxx |
00 Xxxxxxx Xxxxxx, Xxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxx Facsimile: x0 000 000 0000 |
||
HCI Real Estate Finance I GmbH & Co. KG |
3,441,333.2 Partnership Units |
c/o HCI Immobilien Consult GmbH Xxxxxxxxxxxxxxx 00 X-00000 Xxxxxxx Xxxxxxx Attn: Xx. Xxxxxxx Xxxxx Facsimile: x00 00 0000 0000 |