AMENDED WARRANT AGREEMENT
AMENDED WARRANT AGREEMENT dated as of November 30, 1999 between XXXXX
HOLDINGS, INC., a Delaware corporation having an address at 0 Xxxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, having an address at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, as Warrant Agent (the "Warrant Agent") (the "Amended Warrant
Agreement.").
WHEREAS, the Company proposes to extend the expiration date of its
outstanding Class A Warrants, which are publicly traded and currently
exercisable at $3.30 per share, for an additional year until December 17, 2000
in order to permit the Company to retain the ability to obtain additional
capital without incurring the expense and experiencing the delays inherent in
either a secondary public offering or a private placement of securities;
WHEREAS, in connection with the expiration of the date of the Company's
outstanding Class A Warrants, the Company hereby enters into this Amended
Warrant Agreement in order to amend that certain Warrant Agreement dated as of
December 11, 1992 between Universal Self Care, Inc. and American Stock Transfer
& Trust Company (the "Warrant Agreement").
NOW, THEREFORE, in consideration of the forgoing and for the purposes
of defining the terms and provisions of the Class A Warrants and the respective
rights and obligations thereunder of the Company and the registered owners of
the Class A Warrants (the "Holders"), the Company and the Warrant Agent hereby
agree as follows:
1. Definitions. All terms not expressly defined herein shall the hav
the same meaning as set forth in the Warrant Agreement.
2. Amendment to Section 5.1 of the Warrant Agreement. 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 of Class A Warrants shall have the right, which
may be exercised during the period commencing on the first
anniversary of the date hereof and ending at the close of
business on the eighth anniversary of the date hereof, 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."
3. Amendment to Section 11 of the Warrant Agreement. Section 11 of the
Warrant Agreement is hereby amended to read as follows:
"11. Expiration of Warrants. At the close of business on the
eighth anniversary of the date hereof, all outstanding Class A
Warrants shall become null and void and all rights of all
holders thereof and thereunder and under this Agreement shall
cease."
4. Amendment to Section 26 of the Warrant Agreement. Section 26 of the
Warrant Agreement is hereby amended to read as follows:
"26. Termination. This Agreement shall terminate at the close
of business on the day which is seven (7) days after the
eighth anniversary of the date hereof, or such earlier date
upon which all Warrants have been exercised, except that the
Warrant Agent shall account to the Company for any cash held
by it after the termination hereof."
5. Provisions Not Amended. All terms of the Warrant Agreement not
otherwise amended hereby shall continue to remain in full force and effect.
6. Successors. All the covenants and provisions of this Amended
Warrant Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and
assigns.
7. Applicable Law. This Amended Warrant Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York, without
giving effect to any principles of conflicts of law.
8. Benefits of this Amended Warrant Agreement. Nothing in this Amended
Warrant Agreement shall be construed to give any person or corporation other
than the Company, the Warrant Agent and the Holders any legal or equitable
right, remedy or claim under this Amended Warrant Agreement; this Amended
Warrant Agreement shall be for the sole and exclusive benefit of the Company,
the Warrant Agent and the Holders of the Warrants.
9. Counterparts. This Amended Warrant Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
10. Captions. The captions of the sections and subsections of this Amended
Warrant Agreement have been inserted for convenience only and shall have no
substantive effect.
XXXXX HOLDINGS, INC.
By:/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx, President
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Vice President
