Exhibit 10.118
AMENDMENT NO. 1 TO
WARRANTS FOR THE PURCHASE
OF
SERIES A COMMON STOCK
AMENDMENT NO. 1 TO
WARRANTS FOR THE PURCHASE OF SERIES A COMMON STOCK
Amendment No. 1 to the Warrants for the Purchase of Series A Common
Stock, dated as of October 29. 1999, by IMPAC Group, Inc. (the "Company"), a
Delaware corporation.
WITNESSETH:
WHEREAS, the Company, a Delaware corporation, BT Capital Investors,
L.P. ("BTI"), and Phoenix Home Life Mutual Insurance Company ("Phoenix" and
together with BTI, each a "Purchaser," and collectively the "Purchasers") have
entered into a Securities Purchase Agreement, dated as of January 11, 1999 (the
"Purchase Agreement"); and
WHEREAS, pursuant to the Purchase Agreement, the Company issued (i)
to BTI a warrant to purchase 4,174.998 shares of Series A Common Stock of the
Company (the "BTI Warrant") and (ii) to Phoenix a warrant to purchase 2,765.332
shares of Series A Common Stock (the "Phoenix Warrant" and, together with the
BTI Warrant, the "Warrants"); and
WHEREAS, pursuant to Section 14 of the Warrants, the Company is
authorized to amend the Warrants without the approval of BTI and/or Phoenix in
order to correct any provision contained therein which may be defective or
inconsistent with any other provision therein; provided that any such amendment
does not in any way adversely affect the interest of BTI and/or Phoenix; and
WHEREAS, the following amendement does not in any way adversely
affect the interest of BTI and/or Phoenix.
NOW, THEREFORE, in consideration of the foregoing, the Company
hereby amends the Warrant as follows:
ARTICLE 1.
AMENDMENTS
Section 8 of the Warrant shall be deleted in its entirety and
replaced with the following:
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"(a) No Holder may offer to sell, assign, transfer or otherwise
dispose of ("Transfer") any Warrant or Warrant Share except in
transactions exempt from registration under the Securities Act or in
a sale registered under the Securities Act. In connection with any
proposed Transfer pursuant to such an exemption, the Company may
request an opinion of the Holder's counsel that such Transfer is not
in violation of the registration requirements of the Securities Act
or other applicable law; provided, however, that no such opinion
will be required for any Transfer to an Affiliate of the Purchaser
making such Transfer, if such Affiliate is an "accredited investor"
as defined in Rule 501 under the Securities Act of 1933, as amended.
For the purposes of this Section 8, "Affiliate" shall have the
meaning set forth in the Stockholders Agreement.
(b) Each certificate representing the Warrant Shares shall bear a
legend in or substantially in the following form:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO
TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
WITH RESPECT TO THESE SHARES OR THE AVAILABILITY OF AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT." "
ARTICLE 2.
GENERAL PROVISIONS
Section 2.1. This Amendment No. 1, together with each Warrant,
constitutes such Warrant in its entirety and supersedes all prior Warrants. Each
Warrant, as amended by this Amendment No. 1, is hereby ratified and confirmed in
all respects and shall continue in full force and effect.
Section 2.2. Capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Warrants.
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IN WITNESS WHEREOF, the Company has duly executed this Amendment No.
1 as of the date first written above.
IMPAC GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
