Exhibit 3
AMENDMENT TO WARRANT AGREEMENT
THIS AMENDMENT is made as of August 13, 1999 by and among OptiCare Eye
Health Centers, Inc., a Connecticut corporation (the "Company"), Oxford Health
Plans, Inc., Anthem Health Plans, Inc., a Connecticut corporation doing business
as Anthem Blue Cross & Blue Shield of Connecticut and successor by merger to
Blue Cross & Blue Shield of Connecticut, Inc., Xxxx Xxxxx, Xxxxxxx Xxxxxx and
Xxxxxx Xxxxx.
WHEREAS, the parties hereto are parties to a certain Warrant Agreement
dated as of October 15, 1997; and
WHEREAS, the Company has entered into a certain Agreement and Plan of
Merger dated as of April 12, 1999, among the Company, PrimeVision Health, Inc.,
Saratoga Resources, Inc., OptiCare ShellCo Merger Corporation and PrimeVision
ShellCo Merger Corporation (the "Merger Agreement"); and
WHEREAS, the parties hereto desire to amend the Warrant Agreement in
certain respects effective contemporaneously upon the consummation of the
mergers (the "Mergers") contemplated by the Merger Agreement;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed to such terms in the Warrant Agreement.
2. AMENDMENTS. Effective contemporaneously upon the consummation of
the Mergers contemplated by the Merger Agreement, the parties hereto agree that
the Warrant Agreement shall be amended as follows:
a) All references to the Warrants contained in the Warrant
Agreement shall mean and include the warrants to purchase
shares of common stock of Saratoga Resources, Inc. to be issued
in substitution for the Warrants pursuant to Section 2.12(a) of
the Merger Agreement.
b) The second sentence of Section 1.3 of the Warrant Agreement
shall be deleted.
c) Section 1.4 of the Warrant Agreement regarding restrictions on
cashless exercise shall be deleted in its entirety, and the
following shall be inserted in lieu thereof:
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"Anything to the contrary in the Warrants notwithstanding, the
provisions of Section 3(c) of the Warrants shall not be
applicable to Oxford or BCBS."
d) Section 1.5 of the Warrant Agreement regarding early
termination of the Warrants issued to the members of the Nazem
Group shall be deleted in its entirety.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and each executed counterpart shall have the same force and effect
as an original instrument and as if all the parties to all of the counterparts
had signed the same instrument. Any signature page of this Amendment may be
detached from any counterpart of this Amendment without impairing the legal
effect of any signatures thereon, and may be attached to another counterpart of
this Amendment identical in form hereto but having attached to it one or more
signature pages.
IN WITNESS WHEREOF, the parties have hereunto executed this Amendment
as of the day and year first above written.
OPTICARE EYE HEALTH CENTERS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Treasurer
OXFORD HEALTH PLANS, INC.
By: /s/ Xxx X. Xxxxxxxxxx
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Name: Xxx X. Xxxxxxxxxx
Title: Ass't Secretary
ANTHEM HEALTH PLANS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Treasurer
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/s/ Xxxx Xxxxx
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Xxxx Xxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
