SECOND AMENDMENT TO WARRANT PURCHASE AGREEMENT AND STOCK PURCHASE WARRANT
Exhibit
10.1
SECOND
AMENDMENT TO
STOCK
PURCHASE WARRANT
This
Second Amendment, effective as of November 29, 2006, amends the terms of the
Warrant Purchase Agreement by and between Xxxxxxxxx Mobile Fueling, Inc., a
Florida corporation (the “Company”), and the undersigned Purchasers dated June
30, 2006 (the “Agreement”) and of the Stock Purchase Warrants issued in
connection with the Agreement (the “Warrants”).
WITNESSETH:
WHEREAS,
the Company and the Purchasers entered into the Agreement pursuant to which
the
Warrants were issued to the Purchasers, and the Warrants by their terms expire
on September 28, 2006, unless sooner exercised (the “Exercise Period”);
and
WHEREAS,
the Company and the Purchasers by an Amendment to Warrant Purchase Agreement
and
Stock Purchase Warrant dated September 28, 2006 extended the Exercise Period
for
the Warrants to November 30, 2006 and correspondingly extended the suspension
of
the Company’s obligation to make principal payments on the Notes (as that term
is defined in the Agreement); and
WHEREAS,
the Company and the Purchasers wish now to further extend the Exercise Period
for the Warrants to January 15, 2007 and to correspondingly extend the
suspension of the Company’s obligation to make principal payments on the Notes
(as that term is defined in the Agreement).
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
in
the Warrants and the Agreement and hereinafter set forth, the parties hereto
hereby alter, modify and amend the Warrants and the Agreement as
follows.
1. The
Exercise Period for each of the Warrants is hereby extended to January 15,
2007.
2. If
and to
the extent that the Warrants are not exercised and expire, the suspended
principal payments for the January Notes (as that term is defined in the
Agreement) will be paid at the time of the next scheduled principal payments
on
January 24, 2007 and the suspended principal payments for the August Notes
(as
that term is defined in the Agreement) will be paid at the time of the next
scheduled principal payments on February 28, 2007.
3. Except
as
expressly stated in this Amendment, the terms and conditions of the Warrants
and
the Agreement shall remain in all respects unchanged.
IN
WITNESS WHEREOF, the parties hereto have caused these Amendments to be duly
executed as of the date first above set forth.
THE COMPANY: | ||
XXXXXXXXX MOBILE FUELING, INC. | ||
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
Xxxxxxx X. Xxxxxxxxx, President and CEO |
PURCHASERS: | ||
TRIAGE CAPITAL MANAGEMENT, L.P. | ||
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By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: | Senior Manager |
TRIAGE CAPITAL MANAGEMENT B, L.P. | ||
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By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: | Senior Manager |
[Signatures
to that certain Second Amendment to Warrant Purchase Agreement and Stock
Purchase Warrant effective as of November 29, 2006]