AMENDMENT
TO
WARRANT TO PURCHASE COMMON STOCK
OF
NAL FINANCIAL GROUP INC.
This AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (this "Amendment") made
and entered into as of this 17th day of September, 1997 by and between NAL
FINANCIAL GROUP INC., a Delaware corporation (the "Company"), and BRIDGE ROPE &
CO., AS NOMINEE FOR ▇▇▇▇▇▇▇ ▇▇▇▇▇ WORLD INCOME FUND, INC. ("Holder") amends
that certain Warrant to Purchase Common Stock of NAL Financial Group Inc., dated
September 12, 1996, given by the Company to the Holder (the "Warrant").
WHEREAS, the parties hereto desire to amend the Warrant to fix the Exercise
Price at which the Warrant may be exercised.
NOW, THEREFORE, for and in consideration of the premises set forth above
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Any capitalized term used but not defined herein shall have the
meaning assigned to such term in the Warrant.
2. Section 2.1 of the Warrant is hereby amended and restated in its
entirety to read as follows:
2.1 Exercise Price. The Exercise Price at which this Warrant may
be exercised shall be $.71875 per share of common stock, as adjusted
pursuant to Section 11 hereof.
3. Section 11.5 of the Warrant is hereby deleted in its entirety.
4. Except as otherwise provided herein, the terms and provisions of
the Warrant shall remain in full force and effect.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have
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executed this Amendment as of the date first written above.
NAL FINANCIAL GROUP INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Chairman and CEO
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[BRIDGE ROPE & CO., AS NOMINEE FOR]
▇▇▇▇▇▇▇ ▇▇▇▇▇ WORLD INCOME FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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