Exhibit 4
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (the
"Amendment") is made and entered into as of December 28, 2001 by and among Vesta
Insurance Group, Inc., a Delaware corporation (the "Company"), and Capital Z
Financial Services Fund II, L.P., a Bermuda limited partnership, and Capital Z
Financial Services Private Fund II, L.P., a Bermuda limited partnership,
together with their permitted transferees (the "Purchasers").
WHEREAS, on December 21, 2000, the Company sold 555,738 shares of its
common stock (the "Original Shares") to the Purchasers in reliance upon the
exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof and Rule 506 thereunder;
WHEREAS, in connection with such sale, the Company granted certain
registration rights to the Purchasers pursuant to the terms of the Registration
Rights Agreement (the "Agreement"), dated December 21, 2001, among the Company
and the Purchasers;
WHEREAS, on the date hereof, the Company sold an additional 1,500,000
shares of its common stock (the "New Shares") to the Purchasers in reliance upon
the exemption from registration under the Securities Act provided by Section
4(2) thereof and Rule 506 thereunder;
WHEREAS, the Company and the Purchasers desire to amend the Agreement
to provide for the registration of the resale of the New Shares by the
Purchaser;
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the parties agree as follows:
1. AMENDMENT OF THE RECITALS. The Recitals to the Agreement are
hereby deleted and replaced in their entirety with the following:
"WHEREAS, on December 21, 2000, the Company sold 555,738 shares of
its common stock (the "Original Shares") to the Purchasers in reliance upon the
exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act") provided by Section 4(2) thereof and Rule 506 thereunder;
WHEREAS, on December 28, 2001, the Company sold an additional
1,500,000 shares of its common stock (the "New Shares," together with the
Original Shares, the "Shares") to the Purchasers in reliance upon the exemption
from registration under the Securities Act provided by Section 4(2) thereof and
Rule 506 thereunder;
WHEREAS, the Company has agreed to register the resale of the Shares
by the Purchasers on the terms and conditions set forth herein;"
2. (a) All capitalized terms used and not defined herein shall have
the meanings ascribed to such terms in the Agreement.
(b) Except as specifically provided herein, the Agreement is in all
respects ratified and confirmed. All of the terms, conditions and provisions of
the Agreement as hereby amended shall be and remain in full force and effect.
(c) This Amendment, together with the unaltered portions of the
Agreement, embodies the entire agreement and understanding of the parties hereto
and supersedes all prior agreements and understandings relating to the subject
matter hereof.
(d) The Agreement and this Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflicts of laws rules thereof.
(e) This Amendment may be executed in as many counterparts as may be
necessary or convenient and each of which, when so executed, shall be deemed to
be an original, but all such counterparts shall constitute but one and the same
agreement.
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IN WITNESS WHEREOF, each of the Purchasers and the Company have
caused this Agreement to be duly signed as of the date first written above.
THE PURCHASERS:
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
By: Capital Z Partners, L.P., its sole general
partner
By: Capital Z Partners, Ltd., its sole
general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.
By: Capital Z Partners, L.P., its sole general partner
By: Capital Z Partners, Ltd., its sole
general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
THE COMPANY:
VESTA INSURANCE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx, III
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Name: Xxxxxx X. Xxxxx, III
Title: President
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