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EXHIBIT 4.3
AMENDED REGISTRATION RIGHTS AGREEMENT
This First Amendment to the Registration Rights Agreement dated March
21, 1994, by and between American Eagle Group, Inc., a Delaware corporation
(the "Company"), Xxxxx Best Company, L.P., a Texas limited partnership ("Xxxxx
Best"), (the "Registration Rights Agreement"), is made and entered into as of
December 31, 1996.
1. All capitalized terms shall have the definitions assigned to them in
the Registration Rights Agreement.
2. Xxxxxx Xxxxx Overseas Holdings, Ltd., a United Kingdom company, is a
party to the Registration Rights Agreement. Xxxxxx Xxxxx and its
successors and assigns no longer own any Registrable Securities and
are, therefore, not parties to this Amendment.
3. Section 5(a) of the Registration Rights Agreement is hereby amended to
provide in full as follows:
(a) If the offering to be made pursuant to Section 2 is
initiated by the Company or by a holder pursuant to any registration
rights agreement with the Company (a "Demanding Holder") the inclusion
of the Registrable Securities may be conditioned or restricted if, in
the good faith opinion of the managing underwriter (or underwriters)
of the securities to be sold (or, in the absence thereof, of the
principal investment banker acting on behalf of the Company or the
Demanding Holder in effecting such sale) for which such Registration
Statement is being filed, such inclusion will have a material adverse
impact on the offering of the securities being so registered. If the
number of Registrable Securities is so restricted, then no securities
of other security holders shall be included in the offering unless all
securities which the Company or the Demanding Holder, as the case may
be, is attempting to sell are included therein, and any reduction
required thereafter is made pro rata among the selling shareholders
based on the number of securities held.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
the Registration Rights Agreement as of the date first above written.
AMERICAN EAGLE GROUP, INC.
By: /s/ XXXXXXXXX X. XXXXXXXX
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Name: Xxxxxxxxx X. Xxxxxxxx
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Title: Senior Vice President/General Counsel
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XXXXX BEST COMPANY, L.P.
By: MB Partners, Ltd., General Partner
By: E.L. Xxxxx Corporation,
General Partner
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
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Title: President
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