EXHIBIT 10.5
SECOND AMENDMENT TO WARRANT
This SECOND AMENDMENT TO WARRANT dated as of May 5, 1997 (this
"Amendment") is by and between BAGCRAFT CORPORATION OF AMERICA, a Delaware
corporation ("Company"), and GENERAL ELECTRIC CAPITAL CORPORATION ("GE
Capital"), a New York corporation.
R E C I T A L S:
WHEREAS, GE Capital is the holder of Warrant No. 2 issued by Company on
December 30, 1996 (as from time to time amended, restated, supplemented or
otherwise modified, the "Warrant");
WHEREAS, GE Capital and Company wish to amend the Warrant as
set forth herein; and
NOW THEREFORE, for and in consideration of the terms set forth herein
and in the premises, the parties hereto agree as follows:
1. Definitions. Except as otherwise set forth herein, all defined terms
herein shall have the respective meanings ascribed thereto in the Warrant and
the Loan Agreement.
2. Amendment to Warrant. The Warrant is hereby amended by replacing
subsection 14.1(b) thereof with the following text:
"(b) Notwithstanding the provisions of Section 14.1(a), if, at any time
during the period between (A) the date on which any Holder shall have
exercised its rights under Section 14.1 to cause Company to repurchase
all or a portion of such Holder's Warrant through and including (B) May
30, 1998, Company shall consolidate or merge with, or sell all or
substantially all of its property and assets to, any Person and the
consideration received by stockholders in connection with such merger,
consolidation or sale shall consist solely of cash, then such Holder
shall (whether or not such Holder shall have previously surrendered
such Holder's Warrant for repurchase by Company pursuant to this
Section 14) be entitled to receive, on the date of such consolidation,
merger or sale, the higher of (i) the amount payable to such Holder as
determined pursuant to Section 14.1(a) and (ii) an amount equal to the
amount of cash such Holder would have received upon such consolidation,
merger or sale had such Holder's Warrant (or the portion thereof being
repurchased) been fully exercised immediately prior thereto less the
aggregate Current Warrant Price payable at the time of such
consolidation, merger or sale for the purchase of the shares of Common
Stock then subject to such Holder's Warrant (or the portion thereof
being repurchased)."
3. Miscellaneous. Upon the effectiveness of this Amendment:
(a) as amended hereby, the Warrant remains in full force
and effect and is hereby
ratified and confirmed;
(b) the terms of this Amendment shall be binding upon and
inure to the benefit of the successors of Company and the successors
and assigns of GE Capital and any Subsequent Holder;
(c) this Amendment shall be governed by the internal laws of
the State of Illinois without regard to conflicts of laws provisions;
and
(d) this Amendment may be executed in counterparts which when
taken together shall be considered one and the same document.
[signature page follows]
WHEREAS, each of the undersigned has caused this Second Amendment to
Warrant to be executed by its duly authorized officer as of the date first
written above.
BAGCRAFT CORPORATION OF AMERICA
By: ___________________________________
Title: _________________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By: ___________________________________
Title: _________________________________
