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EXHIBIT 4.6
AMENDMENT NO. 1 TO REPRESENTATIVE'S WARRANT AGREEMENT
This Amendment No. 1 to Representative's Warrant Agreement (this "AMENDMENT") is
made effective as of March 20, 1998 by and between Xxxxxxxx Coffee, Inc., a
California Company ("XXXXXXXX"), and The Boston Group L.P. ("REPRESENTATIVE"),
to amend that certain Representative's Warrant Agreement dated as of September
17, 1996 by and among Xxxxxxxx and Representative (the "AGREEMENT").
(a) The Agreement provides Representative with a Warrant to purchase up
to 160,000 shares of Xxxxxxxx'x common stock at an exercise price of $13.80 per
share payable in cash or as otherwise provided in the Agreement, with such
warrants to expire on September 10, 1999.
(b) The parties now desire to amend the exercise price, limit the method
of payment of the exercise price, and to shorten the term of exercise.
THEREFORE, in consideration of the foregoing premises and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
(1) Section 3(a) of the Agreement is amended by replacing the
Termination Date of September 10, 1999 found in the first sentence with the date
December 23, 1998 as follows:
Subject to the terms of this Agreement, the Warrantholder shall have the
right, at any time during the period commencing at 6:30 a.m., Pacific
Time, on September, 11, 1997 (the "COMMENCEMENT DATE") and ending at
5:00 p.m., Pacific Time, on December 23, 1998 (the "TERMINATION DATE"),
to purchase from the Company up to the number of fully paid and
non-assessable shares of Warrant Stock to which the Warrantholder may at
the time be entitled to purchase pursuant to this Agreement, upon
surrender to the Company, at its principal office, of the certificate
evidencing the Warrants to be exercised, together with the purchase form
on the reverse thereof duly completed and executed, and upon payment to
the Company of the Warrant Price (as defined in and determined in
accordance with the provisions of this Section 3 and Sections 7 and 8
hereof) for the number of shares of Warrant Stock in respect of which
such Warrants are then exercised, but in no event for less than 100
shares of Warrant Stock (unless less than an aggregate of 100 shares of
Warrant Stock are then purchasable under all outstanding Warrants held
by such Warrantholder).
(2) Section 3(c) of the Agreement is deleted so that payment of
the Warrant Price shall be made only in cash pursuant to Section 3(b).
(3) Section 7 of the Agreement is amended by replacing $13.80 in
the first sentence with $5.25 as follows:
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The price per share at which shares of Warrant Stock shall be
purchasable upon the exercise of the Warrants shall be $5.25, subject to
adjustment pursuant to Section 8 hereof (as so adjusted from time to
time, the "WARRANT PRICE").
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the date first-above written.
XXXXXXXX COFFEE, INC.:
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx, President and
Chief Executive Officer
THE BOSTON GROUP, L.P.
By: /s/ XXXXXX XxXXXXXX
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Xxxxxx XxXxxxxx, Managing Director
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