Exhibit 4.6
FIRST AMENDMENT TO THE RIGHTS AGREEMENT
THIS FIRST AMENDMENT, dated as of May 4, 1997 (the "First Amendment")
to the Rights Agreement, dated as of April 19, 1996, (the "Rights Agreement"),
is made between Virginia First Financial Corporation, a Virginia corporation
(the "Company"), and First Union National Bank of North Carolina (the "Rights
Agent").
The Company and the Rights Agent desire to amend the Rights Agreement
pursuant to and in accordance with Section 27 thereof, as set forth herein.
Accordingly, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is amended to add the
following sentence at the end of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, neither SNC nor any Subsidiary, Affiliate or
Associate of SNC shall be deemed to be an Acquiring Person by
virtue of the approval, execution or delivery of the Merger
Agreement or the SNC Option Agreement (as defined in the
Merger Agreement), or by the consummation of the Merger (as
defined in the Merger Agreement) pursuant to the Merger
Agreement; or the acquisition of Common Shares by SNC or any
Subsidiary of SNC pursuant to the SNC Option Agreement;
provided, however, that in the event SNC or any Subsidiary,
Affiliate or Associate of SNC becomes the Beneficial Owner of
10% or more of the Common Shares other than pursuant to the
Merger Agreement or the SNC Option Agreement, the provisions
of this sentence (other than this proviso) shall not be
applicable.
2. The following Section 1(h.l) is added to the Rights Agreement
between Sections 1(h) and 1(i) of such Agreement:
(h.l) "Merger Agreement" shall mean the Agreement
and Plan of Reorganization dated as of May 6, 1997, by and
among the Company and SNC, as amended from time to time.
3. Section 1(l) of the Rights Agreement is amended to add the
following sentence to the end of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, neither (i) the approval, execution or delivery of
the SNC Option Agreement (as defined in the Merger Agreement)
or the Merger Agreement nor (ii) the consummation of the
Merger (as defined in the Merger Agreement) pursuant to the
Merger Agreement or the acquisition of Common Shares by SNC or
any Subsidiary of SNC pursuant to the SNC Option Agreement
shall be deemed to cause a Shares Acquisition Date to occur;
provided,
however, that in the event SNC or any Subsidiary, Affiliate
or Associate of SNC becomes the Beneficial Owner of 10% or
more of the Common Shares other than pursuant to the Merger
Agreement or the SNC Option Agreement, the provisions of
this sentence (other than this proviso) shall not be
applicable.
4. The following Section 1(l.1) is added to the Rights Agreement
between Section 1(1) and 1(m) of such Agreement:
(1.1) ["SNC"] shall mean Southern National Corporation, a
North Carolina corporation.
5. Section 3(a) of the Rights Agreement is amended to add the
following proviso at the end of the first sentence of such Section:
; provided, however, that notwithstanding anything in this
Rights Agreement to the contrary, neither (i) the approval,
execution or delivery of the SNC Option Agreement (as defined
in the Merger Agreement) or the Merger Agreement nor (ii) the
consummation of the Merger (as defined in the Merger
Agreement) pursuant to the Merger Agreement or the acquisition
of Common Shares by SNC or any Subsidiary of SNC pursuant to
the SNC Option Agreement shall be deemed to cause a
Distribution Date to occur; provided, however, that in the
event SNC or any Subsidiary, Affiliate or Associate of SNC
becomes the Beneficial Owner of 10% or more of the Common
Shares other than pursuant to the Merger Agreement or the SNC
Option Agreement, the provisions of the foregoing proviso to
this sentence (other than this second proviso) shall not be
applicable.
6. Section 11(a)(ii) of the Rights Agreement is amended to add
the following sentence at the end of the first paragraph of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, the provisions of this Section 11(a)(ii) (other than
the proviso contained in this sentence) shall not apply to (i)
the approval, execution or delivery of the SNC Option
Agreement (as defined in the Merger Agreement) or of the
Merger Agreement or (ii) the consummation of the Merger (as
defined in the Merger Agreement) pursuant to the Merger
Agreement or the acquisition of Common Shares by SNC or any
Subsidiary of SNC pursuant to the SNC Option Agreement;
provided, however, that in the event SNC or any Subsidiary,
Affiliate or Associate of SNC becomes the Beneficial Owner of
10% or more of the Common Shares other than pursuant to the
Merger Agreement or the SNC Option Agreement, the provisions
of this Section 11(a)(ii) shall be applicable.
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7. Section 13 of the Rights Agreement is amended to add the
following sentence at the end of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, this Section 13 (other than the proviso contained in
this sentence) shall not apply to (i) the approval, execution
or delivery of the SNC Option Agreement (as defined in the
Merger Agreement) or the Merger Agreement, or (ii) the
consummation of the Merger (as defined in the Merger
Agreement) pursuant to the Merger Agreement or the acquisition
of Common Shares by SNC or any Subsidiary of SNC pursuant to
the SNC Option Agreement; provided, however, that in the event
any transaction described in the first sentence of this
Section 13 shall occur between the Company and SNC or any
Subsidiary, Affiliate or Associate of SNC other than pursuant
to the SNC Option Agreement or the Merger Agreement, the
provisions of this Section 13 shall apply to such transaction.
8. Section 24(a) of the Rights Agreement is amended to add the
following sentence at the end of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, the provisions of this Section 24(a) (other than the
proviso contained in this sentence) shall not apply to (i) the
approval, execution or delivery of the SNC Option Agreement
(as defined in the Merger Agreement) or the Merger Agreement
or (ii) the consummation of the Merger (as defined in the
Merger Agreement) pursuant to the Merger Agreement or the
acquisition of Common Shares by SNC or any Subsidiary of SNC
pursuant to the SNC Option Agreement; provided, however, that
in the event SNC or any Subsidiary, Affiliate or Associate of
SNC becomes the Beneficial Owner of 10% or more of the Common
Shares other than pursuant to the Merger Agreement or the SNC
Option Agreement, the provisions of this Section 24(a) shall
be applicable.
9. This First Amendment to the Rights Agreement shall be deemed
to be in full force and effective prior to the execution and delivery of the
Merger Agreement and the SNC Option Agreement. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
10. Unless otherwise defined herein, all defined terms used herein
shall have the same meanings given to them in the Rights Agreement.
11. This First Amendment to the Rights Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of Virginia.
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12. This First Amendment to the Rights Agreement may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument.
13. In all respects not inconsistent with the terms and provisions
of this First Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and delivering this
First Amendment to the Rights Agreement, the Rights Agent shall be entitled to
all the privileges and immunities afforded to the Rights Agent under the terms
and conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Rights Agreement to be duly executed and attested, all as of the day and
year first above written.
Attest:
VIRGINIA FIRST FINANCIAL
CORPORATION
By: ________________________ By: __________________________
Title: ________________________ Title: _________________________
Attest: FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: ________________________ By: __________________________
Title: ________________________ Title: _________________________
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