EXHIBIT 4.5
SUPPLEMENTAL WARRANT AGREEMENT
This SUPPLEMENTAL WARRANT AGREEMENT IS EFFECTIVE AS OF December 23,
1997 by and among ELCOTEL, INC. ("Elcotel"); TECHNOLOGY SERVICE GROUP, INC.
("TSG"); LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A. ("Liberty"); and
AMERICAN STOCK TRANSFER AND TRUST COMPANY ("American").
WHEREAS, TSG and Liberty entered into a Warrant Agreement, dated as of
May 10, 1996 (the "Warrant Agreement") pursuant to which Liberty has acted as
Warrant Agent in connection with the issuance of 1,150,000 warrants to purchase
common stock of TSG (the "Warrants") pursuant to the Warrant Agreement;
WHEREAS, Elcotel, TSG and Elcotel Hospitality Services, Inc. ("EHS")
entered into an Agreement and Plan of Merger, dated August 13, 1997, as amended
(the "Merger Agreement") pursuant to which EHS, a wholly-owned subsidiary of
Elcotel, merged with and into TSG and TSG became a wholly-owned subsidiary of
Elcotel effective on December 18, 1997 (the "Merger"), and pursuant thereto each
share of common stock of TSG ("TSG Common Stock") issued and outstanding
immediately prior to the consummation of the Merger was converted into the right
to receive 1.05 shares of common stock of Elcotel ("Elcotel Common Stock);
WHEREAS, pursuant to the Merger Agreement, each Warrant outstanding
immediately prior to the effective time of the Merger was adjusted as of the
effective time of the Merger so as to constitute a warrant to acquire, on
substantially the same terms and conditions as were applicable to such Warrant
under the Warrant Agreement, 1.05 shares of Elcotel Common Stock for each share
of TSG Common Stock for which such Warrant could have been exercised immediately
prior to the effective time of the Merger;
WHEREAS, Liberty desires to resign as Transfer Agent and Warrant Agent,
and American, as a stock transfer company doing business in New York, New York,
desires to succeed Liberty as Transfer Agent and Warrant Agent under the Warrant
Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Liberty hereby resigns its duties pursuant to the Warrant Agreement
effective as of the date set forth above and Liberty shall be discharged from
all further rights, duties and liabilities under the Warrant Agreement (except
liabilities arising as a result of its gross negligence or willful misconduct
under the Warrant Agreement). TSG and Elcotel hereby appoint American as the new
Warrant Agent and Transfer Agent under the Warrant Agreement effective as of the
date set forth above and American accepts such appointment and hereby assumes
all rights and duties of the Transfer Agent and Warrant Agent under the Warrant
Agreement. American shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named in the Warrant Agreement as
the Transfer Agent and Warrant Agent, without any further assurance, conveyance,
act or deed.
2. If for any reason it shall be necessary or expedient to execute and
deliver any further assurance, conveyance, act or deed, upon TSG's request, the
same shall be done at the expense of TSG and Liberty shall legally and validly
execute and deliver the same.
3. The following addresses set forth in paragraph 12 of the Warrant
Agreement to which notices shall be sent is modified so that notices to the
Company shall be sent to Technology Service Group, Inc. 0000 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxx 00000, Attention: President and to the Warrant Agent at its
Corporate Office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
4. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
but one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Warrant
Agreement as of the date first above written.
TECHNOLOGY SERVICE GROUP, INC. ELCOTEL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxxx, Vice President Xxxxxx X. Xxxx, President
LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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