FIRST AMENDMENT TO WARRANT AGREEMENT
This FIRST AMENDMENT TO WARRANT AGREEMENT (the "Amendment"), dated as of
March 12, 2001, is entered into by and between Rampart Capital Corporation, a
Texas corporation (the "Company") and American Stock Transfer & Trust Co. (the
"Warrant Agent").
W I T N E S S E T H
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WHEREAS, the Company and the Warrant Agent are parties to the Warrant
Agreement dated as of September 24, 1999, (the "Warrant Agreement"), pursuant to
which the Warrant Agent acts on behalf of the Company in connection with the
issuance, transfer, exchange, replacement, redemption and surrender of the
certificates for the Company's Redeemable Common Stock Purchase Warrants (the
"Warrants");
WHEREAS, the Company and the Warrant Agent, pursuant to Section 18 of the
Warrant Agreement, have agreed to amend the Warrant Agreement to extend the
expiration date of the Warrants.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Defined Terms. Unless otherwise defined herein capitalized terms
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used herein shall have the meanings, if any, assigned to them in the Warrant
Agreement.
2. Amendment to Warrant Agreement.
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Section 8.A. of the Warrant Agreement is hereby amended and restated
in its entirety to read as follows:
"The exercise price (the "Exercise Price") at which Common Stock shall
be purchasable upon exercise of the Warrants at any time after the Common
Stock and Warrants become separately tradable and until 5:00 p.m. New York,
New York time on June 30, 2002 (the "Exercise Deadline"), subject to
extension in the sole discretion of the Company, for up to an additional
eighteen (18) months, shall be $10.64 per share of Common Stock subject to
the right of the Company to decrease the Exercise Price for twenty (20)
days, upon fifteen (15) days' notice to the warrant holders, which may be
in the form of a press release issued by the Company, or, if adjusted as
provided in this Section, shall be such price as so adjusted. If the
Exercise Deadline is a Saturday, Sunday or other day on which banking
institutions are authorized or obligated by law or executive order or
regulation to close (each a "Legal Holiday") in New York, New York and
Houston, Texas, holders of warrants shall have until 5:00 p.m. New York,
New York time on the next succeeding day that is not a Legal Holiday to
exercise the Warrants.
3. Representations and Warranties. The Company hereby represents and
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warrants to the Warrant Agent as follows:
The execution, delivery and performance by the Company of this
Amendment has been duly authorized by all necessary corporate and other
action and does not, and will not, require any notice to or action by, with
consent or approval of, any person or entity (including any governmental
authority or entity) in order to be effective and enforceable. The Warrant
Agreement, including such provisions that have been amended by this
Amendment, constitute the legal, valid and binding obligations of the
Company.
4. Effective Date. This amendment will become effective as of March
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15, 2001 (the "Effective Date"); provided that each of the following conditions
precedent is satisfied:
(a) The Company has executed and delivered this Amendment; and
(b) All representations and warranties contained herein are true and
correct as of the Effective Date.
5. Miscellaneous.
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(a) Except as expressly amended or waived herein, all terms, covenants and
provisions of the Warrant Agreement and the other documents executed in
connection thereto are and shall remain in full force and effect.
(b) This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
(c) This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(d) This Amendment, together with the Warrant Agreement and the other
documents executed in connection thereto, embodies the final, entire
agreement among the parties hereto and supersedes any and all prior
commitments or agreements in connection with the subject matter thereof,
representations and understandings, whether written or oral, relating to
the subject matter hereof and may not be contradicted or varied by evidence
of prior, contemporaneous, or subsequent oral agreements or discussions of
the parties hereto. There are no unwritten oral agreements among the
parties hereto.
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
RAMPART CAPITAL CORPORATION
By: /s/ J.H. Carpenter
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Name: J.H. Carpenter
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Title: President
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AMERICAN STOCK TRANSFER & TRUST CO.
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
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Title: Vice President
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