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Exhibit (10)(13)
AMENDMENT NO. 1
TO
CENTRAL RESERVE LIFE CORPORATION
COMMON SHARES PURCHASE WARRANT
THIS AMENDMENT is made as of the 30th day of March, 1998 by
and between Xxxxx X. Xxxxxx ("Warrantholder") and Central Reserve Life
Corporation, an Ohio corporation (the "Corporation").
WHEREAS, the Company has issued to the Warrantholder that
certain Central Reserve Life Corporation Common Shares Purchase Warrant, dated
as of December 16, 1997 (the "Warrant"); and
WHEREAS, the parties hereto desire to amend the Warrant to
extend the date by which the Company must file a registration statement to
effect registration of the resale of the Warrant Shares (as such term is defined
in the Warrant).
NOW THEREFORE, in consideration of the mutual promises and
conditions of this Amendment, and other good and valuable consideration, the
parties hereto agree as follows:
1. The first sentence of paragraph 7 of the Warrant is hereby
amended and restated in its entirety to read as follows:
7. REGISTRATION STATEMENT. The Company shall, at its
expense, file a registration statement with the United States
Securities and Exchange Commission to effect the registration
of the resale of the Warrant Shares under the Securities Act
within 30 days after the earlier to occur of (i) the closing
of the transactions contemplated by that certain Amended and
Restated Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of March 30, 1998, by and among
Strategic Acquisition Partners, LLC, Insurance Partners, L.P.,
Insurance Partners Bermuda (Offshore), L.P. and the Company or
(ii) the termination of the Stock Purchase Agreement; PROVIDED
that the Warrantholder shall not sell any Warrant Shares
pursuant to such registration statement unless and until it
provides to the Company such information as the Company may
reasonably request for use in connection with the
identification of the Warrantholder as a selling stockholder
in such registration statement or prospectus.
2. Except as specifically amended herein, the Warrant shall
remain in full force and effect.
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3. This Amendment shall be governed by and construed in
accordance with the internal substantive laws of the State of Ohio applicable
to contracts made and to be performed wholly within said State.
4. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed as of the date first above written.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Central Reserve Life Corporation
By: /s/ Xxxx Lick, Jr.
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Its: /s/ Chairman and C.E.O.
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