Exhibit 4.12 Amendment No. 1 to Warrant Agreement (New Class A Redeemable
Common Stock Purchase Warrants)
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AMENDMENT NO. 1
TO
WARRANT AGREEMENT
This Amendment, made this 20th day of February, 1996, but effective
retroactive to August 1, 1994, is by and between NuOasis Gaming, Inc. (formerly
known as E.N. Philips Company), a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company (the "Warrant Agent").
WHEREAS, the Company and its Warrant Agent entered into that certain
Warrant Agreement, dated as of June 3, 1993, which provides the terms of the
Company's New Class A Redeemable Common Stock Purchase Warrants; and
WHEREAS, the Company and the Warrant Agent desire to amend Section 5.1
of the Warrant Agreement as herein provided.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto have agreed and do hereby agree as
follows:
Section 5.1 of the Warrant Agreement is hereby amended to read as
follows:
"5.1 Term of Warrants. Subject to the terms of this Agreement, each
Holder shall have the right, which may be exercised commencing on issuance and
until one year after the effective date of a registrations statement registering
the Common Stock issuable upon exercise of the Warrants, to purchase from the
company the number of fully paid and non-assessable Warrant Shares which the
Holder may at the time be entitled to purchase on exercise of such Warrants."
Except as amended and modified by this Agreement, the terms and
conditions of the Warrant Agreement shall otherwise remain in force and effect
as stated therein.
NUOASIS GAMING, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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