AMENDMENT NO. 1 TO THE
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of March 25, 1997, TO THE REGISTRATION RIGHTS
AGREEMENT, dated as of December 13, 1996, among XXXXX NATIONAL CORPORATION (the
Company), XXXXX CAPITAL (the Trust), XXXXXX, READ & CO., INC. and FRIEDMAN,
BILLINGS, XXXXXX & CO., INC. (together with Xxxxxx, Read & Co. Inc. the Initial
Purchasers).
WITNESSETH:
WHEREAS, the Company, the Trust and the Initial Purchasers have entered
into a certain REGISTRATION RIGHTS AGREEMENT, dated as of December 13, 1996 (the
Original Registration Rights Agreement; capitalized terms used but not defined
herein shall have the meaning set forth in the Original Registration Rights
Agreement);
WHEREAS, the parties hereto wish to otherwise amendment the Original
Registration Rights Agreement to the extent provided herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Term of Effectiveness For Shelf Registration Statement.
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The words three years from the date the Shelf Registration
Statement in Section 2(b) of the Original Registration Rights Agreement
shall be deleted and replaced by the words two years from the date the
Shelf Registration Statement.
2. Effect on Original.
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Except as modified by this Amendment No. 1, the Original
Registration Rights Agreement shall continue in full force and effect.
References to the "Registration Rights Agreement," "this Agreement" or
similar references to the Original Registration Rights Agreement in the
Original Registration Rights Agreement or otherwise, shall be
interpreted to mean the Original Registration Rights Agreement as
amended by this Amendment No. 1.
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Trust and you this 25th day of March 1997.
Very truly yours,
XXXXX CAPITAL
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title:
XXXXX NATIONAL CORPORATION
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title:
The foregoing Amendment Number 1 to the Original Registration Rights Agreement
is hereby confirmed and accepted as of the date first above written.
XXXXXX, READ & CO. INC.
FRIEDMAN, BILLINGS, XXXXXX & CO., INC.
By XXXXXX, READ & CO. INC.
By /s/ Xxxxxxxx Xxxxx
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Name:
Title:
By FRIEDMAN, BILLINGS, XXXXXX & CO., INC.
By /s/ Xxxxx X. Xxxxxxxxx
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Name:
Title: