Exhibit 4.1
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 dated as of June 12, 2001 (this "Amendment") to the
Rights Agreement dated as of September 10, 1998 (the "Rights Agreement"),
between VIRGINIA COMMONWEALTH FINANCIAL CORPORATION, a Virginia corporation and
successor to SECOND NATIONAL FINANCIAL CORPORATION (the "Company"), and
REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation (the "Rights Agent").
WHEREAS the Company has duly authorized the execution and delivery of this
Amendment and has done all things necessary to make this Amendment a valid
agreement of the Company. This Amendment is entered into pursuant to Section 27
of the Rights Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Defined Terms. Terms defined in the Rights Agreement and not
otherwise defined herein shall have the meanings given to them in the Rights
Agreement.
2. Amendment of Section 1.
(a) Section 1(a) of the Rights Agreement is hereby amended to add the
following sentence at the end of the definition of "Acquiring Person":
"Notwithstanding anything in this Agreement to the contrary, neither
VFNL or any of its respective Affiliates or Associates shall be deemed
to be an Acquiring Person, solely by reason of the approval,
execution, delivery or performance of the Merger Agreement or the VCFC
Stock Option Agreement or the consummation of the transactions
contemplated by the Merger Agreement or the VCFC Stock Option
Agreement."
(b) Section 1 of the Rights Agreement is further amended to insert the
following definitions in the proper alphabetical order:
"Merger Agreement" shall mean, collectively, the Agreement and Plan of
Reorganization, dated June 12, 2001, between the Company and VFNL, and a
related Plan of Merger;
"VCFC Stock Option Agreement" shall have the meaning assigned to such
term in the Merger Agreement; and
"VFNL" shall have the meaning assigned to such term in the Merger
Agreement.
3. Effectiveness. This Amendment shall be deemed effective as of June 12,
2001, as if executed on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the Commonwealth of Virginia and for all purposes shall be
governed by and construed in accordance with the laws of such state. This
Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
By: /s/ O. R. Xxxxxx, Jr.
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O. R. Xxxxxx, Jr.
President and Chief Executive Officer
REGISTRAR AND TRANSFER COMPANY,
as Rights Agent
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Corporate Relations Administrator
