EXHIBIT 4.8
LIQUIDATED DAMAGES AGREEMENT
THIS LIQUIDATED DAMAGES AGREEMENT (the "Agreement") is made and entered
into as of April 1, 1997 among EAGLE FINANCIAL CORP., a Delaware corporation
(the "Company"), EAGLE FINANCIAL CAPITAL TRUST I, a business trust formed under
the laws of the state of Delaware (the "Trust"), and SANDLER O'NEILL & PARTNERS,
L.P. ("Sandler O'Neill" or the "Initial Purchaser").
WHEREAS, as an inducement to the Initial Purchaser to enter into the
Purchase Agreement, dated March 26, 1997 (the "Purchase Agreement"), among the
Company, the Trust and the Initial Purchaser (providing for, among other things,
the sale by the Trust to the Initial Purchaser of 50,000 of the Trust's Series A
10% Capital Securities, liquidation amount $1,000 per Capital Security (the
"Capital Securities"), the proceeds of which will be used by the Trust to
purchase Series A 10% Junior Subordinated Deferrable Interest Debentures due
April 1, 2027 of the Company (the "Subordinated Debentures")), and as a
condition to the several obligations of the Initial Purchaser thereunder, the
Company and the Trust have agreed to provide to the Initial Purchaser and its
direct and indirect transferees certain registration and related rights pursuant
to and in accordance with the terms of the Registration Rights Agreement, of
even date herewith (the "Registration Rights Agreement"), among the Company, the
Trust and the Initial Purchaser; and
WHEREAS, notwithstanding the fact that the Company and the Trust have
consummated or will consummate an Exchange Offer, pursuant to Section 2(b)(iv)
of the Registration Rights Agreement, the Initial Purchaser may, under certain
circumstances, require the Company and the Trust to file a Shelf Registration
Statement for the resale of certain Registrable Securities held by it; and
WHEREAS, the Registration Rights Agreement contains certain provisions
concerning the time within which the Company and the Trust must file the Shelf
Registration Statement and the period for which such Shelf Registration
Statement must remain effective and usable for resales; and
WHEREAS, the Company, the Trust and the Initial Purchaser desire to
provide for the payment of liquidated damages by the Company directly to the
Initial Purchaser in the event that the
Company and the Trust fail to comply with such contractual provisions, as more
fully set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. Capitalized terms used herein (including in the
foregoing recitals) but not defined shall have the meanings given to such terms
in the Registration Rights Agreement, except that (a) the term "Shelf
Registration Statement" shall refer only to a Shelf Registration Statement filed
by the Company and the Trust pursuant to Section 2(b)(iv) of the Registration
Rights Agreement, and (b) the term "Registrable Securities" shall refer only to
those Registrable Securities held at such time by the Initial Purchaser.
2. Payment of Liquidated Damages. (a) In the event that (i) the Shelf
Registration Statement is not filed with the SEC on or prior to the 45th day
after a request for such filing is made by the Initial Purchaser (provided that
in no event shall such date be earlier than 75 days after the Issue Date), or
(ii) the Shelf Registration Statement is not declared effective by the SEC on or
prior to the later of the 40th day after the date such Shelf Registration
Statement was required to be filed pursuant to the terms of the Registration
Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf
Registration Statement has been declared effective and such Shelf Registration
Statement ceases to be continuously effective or usable for resales (whether as
a result of an event contemplated by Section 3(e) of the Registration Rights
Agreement or otherwise) at any time during the 180-day period (and any
extensions of such period pursuant to the last paragraph of Section 3 of the
Registration Rights Agreement) immediately following the date on which the Shelf
Registration Statement is first declared effective (other than after such time
as all Registrable Securities have been disposed of thereunder or otherwise
cease to be Registrable Securities pursuant to the terms of the Registration
Rights Agreement), then in each case the Company shall pay liquidated damages to
the Initial Purchaser, at a rate of 0.25% per annum in respect of the aggregate
liquidation amount of Capital Securities held by the Initial Purchaser or, in
the event that the Trust is liquidated and Subordinated Debentures are
distributed to holders of Capital Securities, the aggregate principal amount of
Subordinated Debentures held by the Initial Purchaser, as the case may be, in
2
respect of the period (x) commencing on the 46th day after such request for the
filing of a Shelf Registration Statement is made by the Initial Purchaser
(provided that in no event shall such date be earlier than 76 days after the
Issue Date) and terminating upon the filing of the Shelf Registration Statement
(in the case of clause (i) above), (y) commencing on the later of the 41st day
after the date the Shelf Registration Statement was required to be filed and the
181st day after the Issue Date and terminating upon the effectiveness of the
Shelf Registration Statement (in the case of clause (ii) above), or (z)
commencing on the day the Shelf Registration Statement ceases to be effective or
usable for resales and terminating at such time as the Shelf Registration
Statement again becomes effective and usable for resales (in the case of clause
(iii) above).
(b) Any amounts of liquidated damages payable by the Company pursuant
to this Section 2 shall be paid in cash directly to the Initial Purchaser on the
next succeeding April 1 and October 1, as the case may be, following the period
in respect of which such Liquidated Damages have become due and payable
hereunder.
3. General.
(a) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(b) Amendments. This Agreement may be amended by the parties hereto by
a written instrument duly executed on behalf of each of the parties hereto.
(c) Entire Agreement. This Agreement and the Registration Rights
Agreement constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof.
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to any
applicable conflicts of law.
(e) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given
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if delivered to the parties at the addresses set forth in, and in a manner
contemplated by, the Registration Rights Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
EAGLE FINANCIAL CORP.
By:
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Name: Robert J. Britton
Title: President and Chief
Executive Officer
EAGLE FINANCIAL CAPITAL TRUST I
By:
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Name: Robert J. Britton
Title: Administrative Trustee
By:
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Name: Mark J. Blum
Title: Administrative Trustee
SANDLER O'NEILL & PARTNERS, L.P.
By: SANDLER O'NEILL
& PARTNERS, CORP.,
the sole general partner
By:
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Name:
Title:
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