AMENDMENT NO. 1 TO REGISTRATION RIGHTS
AGREEMENT
Amendment No. 1 to Registration
Rights Agreement (this "Amendment No. 1"),
dated as of November 10, 1997 by and between
The Aegis Consumer Funding Group, Inc., a
Delaware corporation (the "Company"), III
Finance Ltd. ("III"), and The High Risk
Opportunities Hub Fund Ltd. ("Hub" and,
together with III, the "Holders")
RECITALS
WHEREAS, the Company and the
Holders have heretofore entered into a
Registration Rights Agreement dated as of
April 30, 1997 (the "Agreement");
WHEREAS, the Company and Greenwich
Capital Financial Products, Inc. contemplate
entering into an agreement (the "Greenwich
Agreement") pursuant to which Greenwich will
convert $4,000,000 of the Company's debt held
by Greenwich into shares of preferred stock
of the Company (the "Preferred Stock");
WHEREAS, as a condition precedent
to the execution of the Greenwich Agreement,
Greenwich requires that the shares of
Preferred Stock be granted the same
registration rights granted to the Holders
under the Agreement;
WHEREAS, the Holders are desirous
that the Greenwich Agreement be executed and
that Greenwich convert the $4,000,000 debt
held by it into the Preferred Stock; and
WHEREAS, the Company and the
Holders, therefore, desire to amend the
Agreement;
NOW, THEREFORE, for good and
valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,
the parties hereto agree that:
1. Section 10.4 of the Agreement shall
be amended to state in its entirety as
follows:
10.4 The Company shall
not grant to any Person, (other
than a Holder of Registrable
Securities) any registration
rights, other then such
registration rights granted to
Greenwich Financial Capital
Products ("Greenwich") pursuant to
that certain registration rights
agreement entered into between
Greenwich and the Company dated
November 10, 1997 (the "Greenwich
Agreement"), with respect to
securities of the Company, or enter
into any agreement, that would
entitle the holder thereof to have
securities owned by it included in
a Demand Registration unless such
registration rights provide that in
the event that the Underwriter of
any such Demand Registration
determines that marketing factors
require a limitation of the number
of Registrable Securities to be
underwritten, the Underwriter may
limit the number of Registrable
Securities to be included in the
Demand Registration and
underwritten public offering such
that all of the Registrable
Securities to be sold by any such
Person shall be excluded and
withdrawn from such registration
prior to the exclusion and
withdrawal of any Registrable
Securities to be sold by any
Selling Holder, it being understood
that if the Holders cause the
Company to effect a Demand
Registration and Greenwich seeks to
include therein Registrable
Securities (as defined in the
Greenwich Agreement) held by it,
any reduction of Registrable
Securities thereunder and hereunder
included in such registration based
on a determination by the
underwriter will, as between
Greenwich and the Holders, be borne
pro rata by them.
2. As amended by this Amendment No. 1,
the terms and provisions of the Agreement
shall remain in full force and effect.
3. This Amendment No. 1 shall be
governed by and construed in accordance with
the laws of the State of Delaware, without
giving regard to the conflict of laws
principles thereof.
IN WITNESS WHEREOF, this Amendment
No. 1 has been duly executed by the parties
hereto as of the date first written above.
THE AEGIS
CONSUMER
FUNDING GROUP,
INC.
By:
Name:
Xxxxxxx Xxxxx
Title:
Chief Operating Officer
III FINANCE
LTD.
By:
Name:
Xxxxx Bree
Title:
THE HIGH RISK
OPPORTUNITIES HUB
FUND LTD.
By:
Name: Xxxxx Bree
Title:
