Exhibit 4.6
FOURTH AMENDMENT TO
COMMON STOCK PURCHASE WARRANT AGREEMENT
This Fourth Amendment to Common Stock Purchase Warrant Agreement, dated as of
October X, 2001, is between XXXXXXX COMMUNICATIONS CORPORATION, an Iowa
corporation, (the "Company") and FIRSTAR BANK, N.A., as Warrant Agent and
successor-in-interest to Firstar Trust Company (the "Warrant Agent").
RECITALS
A. The Warrant Agent and the Company are parties to a Common Stock
Purchase Warrant Agreement dated as of October 21, 1996 (the
"Agreement").
B. The Warrant Agent and Company entered into a First Amendment to
Warrant Agreement dated as of September 30, 1999, to, among other
things, extend the "Warrant Expiration Date" to April 21, 2000, a
Second Amendment to Warrant Agreement dated as of April 14, 2000, to
extend the "Warrant Expiration Date" to October 21, 2000 and a Third
Amendment to Warrant Agreement dated as of October 9, 2000, to extend
the "Warrant Expiration Date" to October 21, 2001.
C. The Company and Warrant Agent deem it desirable to amend the Agreement
to extend the "Warrant Expiration Date" to October 21, 2002.
D. Pursuant to Section 10 of the Agreement, the Company and the Warrant
Agent may by supplemental agreement make any changes or corrections in
the Agreement that they may deem necessary or desirable and which do
not adversely affect the interests of the holders of Warrant
Certificates.
AGREEMENTS
In consideration of the foregoing and the mutual covenants and agreements
contained herein and in the Agreement, and intending to be legally bound
hereby, the Warrant Agent and Company hereby agree as follows:
1. Amendment of Section 1 (i). The definition of "Warrant Expiration
Date" is Section 1 (i) of the Agreement is hereby amended to read in
its entirety as follows:
"Warrant Expiration Date" shall mean 5 p.m. (Central Time) on October
21, 2002, or if such date shall in the State of Wisconsin be a holiday
or a day on which banks are authorized to closed, then 5 p.m. (Central
Time) on the next following day which in the State of Wisconsin is not
a holiday or a day on which banks are authorized to close. Unless
exercised during the Warrant Exercise Period, the Warrants will
automatically expire. The Warrants may be called for redemption and
the expiration date herefor accelerated, on the terms and conditions
set forth in sections 4(b) and 4(c) of this Agreement. If so called
for redemption, Warrant Certificate holders shall have a period of at
least 30 days after the date of the call notice within which to
exercise the Warrants. However, Warrant Certificate holders will
receive the redemption price only if such certificates are surrendered
to the Corporate Office with the redemption period (as defined below).
2. Full Force and Effect. All remaining provisions of the Agreement, as
previously amended, remain unchanged and in full force and effect.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Wisconsin. Section headings
in this Amendment appear for convenience of reference only and shall
not be used in any interpretation of this Amendment.
4. Binding Effect. This Amendment shall be binding upon and insure to the
benefit of the Company, the Warrant Agent and their respective
successors and assigns, and the Registered Holders from time to time
of Warrant Certificates or any of them. Nothing in this Amendment
shall be construed to confer any right, remedy or claim upon any other
person.
5. Counterparts. This Amendment may be executed in counterparts, which
taken together shall constitute a single document.
IN WITNESS WHEREOF, the Warrant Agent and the Company have caused this
Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
XXXXXXX COMMUNICATIONS CORPORATION
BY /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Vice President
FIRSTAR BANK, N.A.
BY /s/
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Authorized Officer
