EXHIBIT 1.5
ENERGY SEARCH, INCORPORATED
and
AMERICAN STOCK TRANSFER & TRUST COMPANY
AMENDMENT NUMBER 1
TO THE WARRANT AGREEMENT
DATED AS OF DECEMBER 28, 1998
AMENDMENT NUMBER 1 TO THE WARRANT AGREEMENT
This AMENDMENT NUMBER 1 (the "Amendment") amends the Warrant Agreement
(the "Agreement") dated January 24, 1997 between Energy Services,
Incorporated (the "Company") and American Stock Transfer & Trust Company
(the "Warrant Agent"). Capitalized terms used herein and not otherwise
defined shall have their respective meanings ascribed to them in the
Agreement.
The Company has advised the Warrant Agent that it proposes to file a
Post-Effective Amendment No. 1 to the Registration Statement during the
month of December of 1998, or shortly thereafter. The effective date of
that Registration Statement is not presently known. The parties agree to
amend the Agreement as follows:
1. SECTION 8(A). Pursuant to Section 18 of the Agreement
("Supplements and Amendments"), the Company and the Warrant Agent agree to
amend the Agreement by adding a new Section 8(A)(1) to Section 8(A) as
follows:
8. WARRANT PRICE; ADJUSTMENTS.
A.
(1) The price at which Common Stock shall be
purchasable upon exercise of Warrants for a period of 90
consecutive days commencing 3 days after the effective date
of the Post-Effective Amendment No. 1 to the Registration
Statement as filed with the Securities and Exchange
Commission shall be $5.00 per share of Common Stock, or, if
such exercise price is adjusted as provided in this Section
8, the exercise price shall be such price as so adjusted,
provided such adjusted price is less than $5.00 per share.
Commencing after the conclusion of the 90 day period
referred to above, and continuing through the date which is
one year from the effective date of the Post-Effective
Amendment No. 1 to the Registration Statement, the exercise
price for the Warrants shall be $6.00 per share of Common
Stock, or, if such exercise price is adjusted as provided in
this Section 8, the exercise price shall be as so adjusted,
provided such adjusted price is less than $6.00 per share.
Thereafter, the price per share of Common Stock shall be
$9.60 per share of Common Stock, subject to adjustment as
provided in this Section 8.
2. OTHER TERMS. Except as amended hereby, all of the terms
and conditions of the Agreement shall remain in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which, when so executed and delivered, shall
be deemed to be an original, but all such counterparts taken together
shall constitute but one and the same Amendment.
This Amendment to the Agreement is signed as of December 28,
1998.
IN WITNESS WHEREOF, Energy Search, Incorporated has caused to be
printed herein the facsimile signature of its President as of the date
written above.
ENERGY SEARCH, INCORPORATED
By:____________________________________
Xxxxxxx X. Xxxxxx, President
AMERICAN STOCK TRANSFER & TRUST COMPANY
As Warrant Agent
By:_____________________________________
Authorized Signature
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