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EXHIBIT 10.16.3
FIRST AMENDMENT TO THE
WARRANT
OF
WHEELS SPORTS GROUP, INC.
This FIRST AMENDMENT TO THE WARRANT OF WHEELS SPORTS GROUP, INC.,
dated as of April 14, 1998 (the "First Amendment") is made by Wheels Sports
Group, Inc., a North Carolina corporation (the "Company"), in favor of Indosuez
▇▇ ▇▇, Inc. (the "Holder").
WHEREAS, the Company issued a Warrant dated December 31, 1997 (the
"Warrant") to the Holder, entitling the Holder to purchase 509,358 shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of the Company at
an exercise price of $3.50 per share;
WHEREAS, in accordance with Section 6.2 of the Warrant, the Warrant
and any provision thereof may be amended, modified or waived by an instrument
in writing signed by the Company and the Requisite Holders (as defined
therein).
NOW THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
SECTION I
AMENDMENT TO WARRANT
The second paragraph of the Warrant is hereby deleted in its entirety
and replaced with the following:
"The Warrants granted to the Holder hereunder shall become exercisable
on December 31, 1997."
SECTION II
PROVISIONS OF GENERAL APPLICATION
2.1 Except as otherwise expressly provided by this First
Amendment, all of the terms, conditions and provisions to the Warrant remain
unaltered. The Warrant and this First Amendment shall be read and construed as
one agreement.
2.2 If any of the terms of this First Amendment shall conflict in
any respect with any of the terms of the Warrant, the terms of this First
Amendment shall be controlling.
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IN WITNESS WHEREOF, Wheels Sports Group, Inc. has caused this First
Amendment to be executed in its corporate name by one of its officers thereunto
duly authorized, as of the day and year first above written.
WHEELS SPORTS GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Interim Chief Executive Officer
Agreed to and Accepted:
INDOSUEZ ▇▇ ▇▇, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
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