Addendum to Warrant Deed dated July 18, 2008 between FutureFuel Corp. and Computershare Investor Services (Channel Islands), Limited
Exhibit
4.2
Addendum
to Warrant Deed dated July 18, 2008 between FutureFuel Corp. and
Computershare Investor Services (Channel Islands), Limited
This Addendum to Warrant Deed (the
“Addendum”) is made as of the 18th day of July, 2008 between FutureFuel Corp., a
Delaware corporation formerly known as Viceroy Acquisition Corporation (the
“Company”) and Computershare Investor Services (Channel Islands) Limited, a
company incorporated under the laws of Jersey (“Computershare CI”).
RECITALS
A. The
Company and Capita IRG (Offshore) Limited (“Capita”) are parties to that Warrant
Deed dated July 12, 2006 (the “Warrant Deed”; capitalized terms used but defined
herein have the meanings ascribed to them in the Warrant Deed).
B. The
Company wished to terminate Capita as Warrant Agent and appoint Computershare CI
as successor Warrant Agent under the Warrant Deed.
AGREEMENT
In consideration of the foregoing, the
mutual covenants herein contained and other good and valuable consideration (the
receipt, adequacy and sufficiency of which are hereby acknowledged by the
parties by their execution hereof), the parties agree as follows.
1. Appointment of Successor Warrant
Agent. The Company hereby appoints Computershare CI as
successor Warrant Agent under the Warrant Deed, effective on the date of this
Addendum. Pursuant to Section 9.2.1 of the Warrant Deed,
Computershare CI is hereby vested with all the authority, power, rights,
immunities, duties and obligations of its predecessor Warrant
Agent.
2. Acceptance by Successor Warrant
Agent. Computershare CI hereby accepts the appointment
hereunder as successor Warrant Agent under the Warrant Deed and agrees to
perform all of the duties and obligations of a successor Warrant Agent
thereunder, subject to all of the rights and immunities of a Warrant Agent
thereunder.
3. Counterpart Facsimile
Execution. For purposes of this Addendum, a document (or
signature page thereto) signed and transmitted by facsimile machine or
telecopier is to be treated as an original document. The signature of
any party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At
the request of any party, any facsimile or telecopy document is to be re
executed in original form by the parties who executed the facsimile or telecopy
document. No party may raise the use of a facsimile machine or
telecopier or the fact that any signature was transmitted through the use of a
facsimile or telecopier machine as a defense to the enforcement of this
Amendment or any other document executed in compliance with this
Section.
4. Counterparts. This
Addendum may be executed by the parties on any number of separate counterparts,
and all such counterparts so executed constitute one agreement binding on all
the parties notwithstanding that all the parties are not signatories to the same
counterpart.
5. Further
Assurances. The parties will execute and deliver such further
instruments and do such further acts and things as may be required to carry out
the intent and purpose of this Amendment.
6. Successors and
Assigns. All provisions of this Addendum are binding upon,
inure to the benefit of and are enforceable by or against the parties and their
respective heirs, executors, administrators or other legal representatives and
permitted successors and assigns.
All
notices, consents, requests, demands and other communications under the Warrant
Deed are to be addressed to Computershare CI as follows:
Computershare
Investor Services (Channel Islands) Limited
Ordnance House, 00 Xxxx
Xxxx
Xx. Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxx,
XX0 0XX
Fax #: x00 0000
000000
Attn: Xxxxxx xx Xxxxxxx
or to
such other address as Computershare CI may designate by notice to the Company in
accordance with the terms of the Warrant Deed.
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By:
/s/ Xxxxxxx X.
Xxxxxxx
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Xxxxxxx
X. Xxxxxxx, Executive
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Vice President
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Computershare
Investor Services (Channel
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Islands)
Limited
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By:
/s/
Xxxxxx Xxxx
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Xxxxxx
Xxxx
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Director
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