FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
FIRST AMENDMENT (this "Amendment") TO AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT, dated as of December 31, 1996 (the "Registration Rights
Agreement"), between FRONT ROYAL, INC., a North Carolina corporation (the
"Company"), the Purchasers, the First Parties, the Second Parties, the Third
Parties and the Fourth Parties thereto (collectively, the "Original Parties")
and the additional signatories described below. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Rights Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 3.03 of the Registration Rights Agreement,
such agreement may be amended upon the written consent of the holders of more
than two-thirds of the Registrable Securities; and
WHEREAS, the Original Parties consenting to this Amendment are holders of
more than two-thirds of the Registrable Securities and hereby wish to amend the
Registration Rights Agreement so that each of the holders of Units comprised of
additional shares of the Company's Class C Common Stock (the "Preferred
Shares"), additional Class A Common Stock Purchase Warrants (the "Warrants") and
additional Rights (the "Additional Holders") who are signatories hereto, will be
added as Fourth Parties to the Registration Rights Agreement on the terms and
conditions set forth herein and therein;
NOW, THEREFORE, the Company, the holders of at least two-thirds of the
Registrable Securities and the Additional Holders hereby agree that the
Registration Rights Agreement is amended as follows:
1. Additional Holders. Each of the Additional Holders identified on
the signature page hereto are hereby added as Fourth Parties to the
Registration Rights Agreement and by executing this Amendment, hereby agree
to be bound by the terms and obligations hereof and by the terms and
obligations of the Registration Rights Agreement and shall be entitled to
the benefits thereof.
2. Additional Fourth Warrants. The Warrants are hereby deemed to be
additional "Fourth Warrants" as such term is defined in the Registration
Rights Agreement, subject to the terms set forth for the Fourth Warrants in
such agreement and entitled to the benefits thereof.
3. Registration Rights Agreement. Except as expressly amended by this
Amendment, the Registration Rights Agreement is not hereby amended,
supplemented or otherwise modified and shall remain in full force and
effect.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which, taken together, shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the ____ day of July, 1997.
FRONT ROYAL INC.
By:
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Name:
Title:
ADDITIONAL FOURTH PARTIES:
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Xxxx Xxxxxxx
THE XXXX XXXXXXX TRUST
By:
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Name:
Title:
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Xxxx Xxxxxx
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Xxxxxx Xxxx
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Xxxxx Xxxxxxx
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Xxxxxxx Xxxx
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Xxxxx Xxx
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Xxxx Xxxxx
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Xxxx Xxxxxxxxxx
PRIMA PARTNERS, L.P.
By:
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Name:
Title:
VIRGINIA CAPITAL MANAGEMENT, INC.
By:
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Name:
Title:
