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AMENDMENT TO STOCK PURCHASE WARRANT NO. WA-18
This Amendment to Stock Purchase Warrant No. WA-18 (this
"Amendment") is made this 25th day of March, 1998 by and between U.S. HomeCare
Corporation (the "Company") and Creditanstalt AG, formerly known as
Creditanstalt Bankverein, ("Creditanstalt").
WITNESSETH:
WHEREAS, the Company issued to Creditanstalt Stock
Purchase Warrant No. WA-18 (the "Warrant") dated October 6, 1995,
as amended on March 25, 1997; and
WHEREAS, the Company and Creditanstalt amended the definitions
of "Common Stock Deemed Outstanding" and "Exercise Price" on March 25, 1997,
which amendments are incorporated herein in their entirety; and
WHEREAS, the Company and Creditanstalt desire to further amend
the Warrant as provided herein.
NOW THEREFORE, the Company and Creditanstalt each intending to
be legally bound hereby, covenant and agree as follows:
Section 1. Previous Amendments to the Warrant.
The Warrant was amended, effective March 25, 1997, as follows:
a. The definition of "Common Stock Deemed
Outstanding" in Section 1 was deleted in its entirety and the following
definition was inserted in lieu thereof:
"Common Stock Deemed Outstanding" means, at any given
time, (a) the number of shares of Common Stock actually outstanding at
such time; (b) the number of shares of Common Stock issuable (i) upon
the conversion of outstanding shares of preferred stock and (ii) with
respect to all other options, warrants, rights, or other securities
convertible into shares of Common Stock (provided that such options,
warrants or rights are at an exercise price less than or equal to the
Market Price in effect on the relevant date; provided, further that
such options, warrants and rights shall only be considered "Common
Stock Deemed Outstanding" only to the extent that they have vested and
are exercisable on the relevant date), and (c)
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securities convertible into or exchangeable for any of
the foregoing.
b. The definition of "Exercise Price" in Section 1
was amended by deleting the phrase "Section 3" and inserting the phrase
"Sections 3 and 5" in lieu thereof.
Section 2. Amendments to the Warrant.
The Warrant is hereby amended as follows:
Section 2.1 is deleted in its entirety and the following shall
be inserted in lieu thereof, to be read as though Section 2.1 contained the
language set forth below on the original date of the Warrant (it being
understood that the number of shares of the Warrant Stock set forth below does
not take into account any additional Warrant Stock in favor of the Registered
Holder that has become available between the date of the Warrant and the date of
this amendment as a result of the adjustment provisions of the Warrant or
otherwise):
2.1 Exercise Period. The Registered Holder may
(i) exercise this Warrant, in whole or in part (but
not as to a fractional share of Warrant Stock), with respect
to 162,500 shares of the Warrant Stock (subject to adjustment
as herein provided) at any time prior to 5:00 p.m. (New York
time) on March 25, 2002, and
(ii) after April 1, 1996, exercise this Warrant, in
whole or in part (but not as to a fractional share of Warrant
Stock) with respect to the remaining 162,500 shares of the
Warrant Stock (subject to adjustments as herein provided) (the
"Additional Warrant Shares"), at any time on or after April 1,
1996 but prior to 5:00 p.m. (New York time) on March 25, 2002;
provided, however, that this Warrant shall not be exercisable
for the Additional Warrant Shares if all obligations and
liabilities of the Company and its Affiliates arising under or
related to the Credit Agreement have been repaid in full prior
to April 1, 1996; and provided, further, that if such amounts
have been repaid in full but any or all of such amounts are
required to be returned by the Registered Holder as a
preference payment or for a similar reason, then the
Additional Warrant Shares shall again be subject to this
Warrant, exercisable pursuant to this Section 2.1(ii),
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unless the right to purchase shares of Warrant Stock under this Warrant is
earlier terminated pursuant to Section 14 (the "Exercise Period").
Section 3. Further Action and Assurances.
The Company and Creditanstalt hereby agree to execute and
deliver such additional documents and shall cause such further and additional
action to be taken as may be required or, in the reasonable judgment of the
Company and Creditanstalt, necessary or desirable to effect or evidence the
provisions or intent of this Amendment and the transactions contemplated hereby.
Section 4. Reference to and Effect on the Warrant.
Except as specifically amended above, the Warrant shall remain
in full force and effect is hereby ratified and confirmed.
Section 5. Execution in Counterparts.
This Amendment may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.
Section 6. Governing Law.
This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws or choice of law.
Section 7. Headings.
Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
U.S. HOMECARE CORPORATION
By:
Xxxxxxxx X. Xxxxxxx
Vice President, Finance and
Administration & Chief Financial Officer
CREDITANSTALT AG (formerly known as
Creditanstalt Bankverein)
By:
Name:
Title:
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