Exhibit 3.4
XXX.XXX INTERNATIONAL INC.
- and -
CIBC MELLON TRUST COMPANY
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Supplemental Warrant Indenture
dated as of December 8, 1999
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THIS Warrant Indenture dated as of the 8th day of December, 1999, is made
B E T W E E N:
XXX.XXX INTERNATIONAL INC., a company incorporated under the laws
of the Province of Ontario
(hereinafter called the "Corporation")
- and -
CIBC MELLON TRUST COMPANY, a trust company incorporated under the
laws of Canada
(hereinafter called the "Agent")
WHEREAS pursuant to a Share Purchase Warrant Indenture dated as of
September 30, 1999 (the "Indenture"), the Corporation proposed to create and
issue up to 1,621,621 Warrants to be constituted, issued and sold in the manner
therein set forth; and
WHEREAS the Corporation created and sold 1,854,678 Special Warrants on
September 30, 1999; and
WHEREAS pursuant to a Supplemental Special Warrant Indenture dated as of
October 28, 1999, the Corporation amended the terms of the Special Warrants such
that the Unit issuable upon exercise of Special Warrants shall consist of one
(1) Common Share and one (1) whole Warrant; and
WHEREAS the Corporation has agreed to vary the number and amend the terms
of the Warrants described in the Indenture as herein set forth; and
WHEREAS the foregoing statements of fact and recitals are made by the
Corporation and not the Agent.
NOW THEREFORE in consideration of the premises and in further consideration
of the mutual covenants herein set forth, the parties hereto agree as follows:
1. Except as provided herein expressly or by necessary implication, all
capitalized terms used herein and defined in the Indenture shall have the
meanings ascribed to them in the Indenture.
2. The number of Warrants to be created and issued pursuant to section 2.1 of
the Indenture is hereby changed to 2,225,614.
3. The terms of the Warrants are hereby amended to provide that each whole
Warrant shall entitle the holder to purchase at any time prior to 5:00 p.m.
(Toronto time) on September 30, 2001, one (1) Common Share for $10.00 and the
definition of "Purchase Price" is hereby amended accordingly.
4. The definition of "Broker Warrants" is hereby amended by deleting the
number "270,270" and substituting therefor the number 185,468.
5. The definition of "Special Warrants" is hereby amended to provide that a
Unit shall consist of one (1) Common Share and one (1) whole Warrant or in the
event a receipt by the last of the securities regulatory authorities in the
Qualifying Provinces for a Prospectus is not obtained on or prior to December
29, 1999, a Unit shall consist of 1.1 Common Shares and 1.1 Warrants.
6. Each Warrant certificate (including the forms attached thereto) issued
pursuant to the Indenture and countersigned by the Agent shall hereafter
represent the right to purchase one (1) Common Share for $10.00.
7. Except as modified herein expressly or by necessary implication, all other
terms and provisions of the Indenture are hereby ratified and confirmed as being
in full force and effect on and as of the date hereof.
IN WITNESS WHEREOF the parties hereto have executed this Indenture as of
the 8th day of December, 1999.
XXX.XXX INTERNATIONAL INC.
Per: "Xxxx Xxxxxxx"
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CIBC MELLON TRUST COMPANY
Per: "Xxxxxx XxXxxxxx"
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Per: "Xxxxx Xxxxxxx"
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