AMENDMENT NO. 2 TO WARRANT AGREEMENT
Amendment made as of the ____ day of _________, 1996 to that certain
Warrant Agreement dated as of September 27, 1994 (the "Warrant Agreement")
between Intervest Bancshares Corporation, a Delaware corporation (the "Company")
and The Bank of New York, a New York trust company (the "Warrant Agent").
WHEREAS, the Warrant Agent is acting as warrant agent for the Company
in connection with the issuance, division, transfer and exchange of the
Company's warrants related to its Class A Common Stock, and
WHEREAS, the Company has extended the term of certain of its
outstanding warrants and may, from time to time, further extend the term during
which the warrants may be exercised.
In consideration of the foregoing, the Company and the Warrant Agent
hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Warrant Agreement.
2. Amendment. (a) The Company has heretofore issued certain warrants
pursuant to the Warrant Agreement, consisting of: (i) those certain warrants
which presently expire on January 1, 2000, and which warrants, together with
such other warrants which may hereafter be issued upon the same terms shall be
called the Series 9/27/94 Warrants; and (ii) that certain warrant dated April 4,
1996 related to 300,000 shares of Class A Common Stock, and which warrant shall
be called the 4/4/96 Warrant. The Warrant Agreement is hereby amended so as to
provide that the Company may hereafter, from time to time, by written notice to
the Warrant Agent specifying the revised expiration date, extend the exercise
period for any warrants issued by it, including the Series 9/27/94 Warrants and
the 4/4/96 Warrant. Attached hereto as Exhibit A is the form of legend to be
affixed to or over-stamped on certificates presented by the holders of warrants
when the term of such warrant has been so extended or whenever new certificates
representing such warrants are issued.
(b) The Warrant Agreement is hereby amended to provide that
the Warrant Agent shall also act as agent for the Company in accordance with the
instructions set forth in the Warrant Agreement for any and all warrants related
to its shares of Class B Common Stock, the specific terms of such warrants to be
as set forth in the certificates representing such certificates.
3. Scope of Amendment. Except as expressly amended herein or in any
certificate evidencing warrants hereafter issued, the Warrant Agreement, as
heretofore amended, shall remain in full force and effect in accordance with its
terms and shall apply to any and all warrants related to the purchase of shares
of Class A Common Stock or Class B Common Stock that may be issued by the
Company.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
duly executed, all as of the day and year first above written.
INTERVEST BANCSHARES CORPORATION
By: _________________________________
THE BANK OF NEW YORK
By: _________________________________
EXHIBIT A
[FORM OF LEGEND]
THE TERM OF THIS WARRANT HAS BEEN EXTENED TO
5:00 P.M. NEW YORK TIME, ___________________.
Dated:
Countersigned:
THE BANK OF NEW YORK
By:
Authorized Officer
