FIRST SUPPLEMENTAL WARRANT AGREEMENT
THIS FIRST SUPPLEMENTAL WARRANT AGREEMENT, dated as of November 21,
1995, to the WARRANT AGREEMENT, dated as of June 15, 1995, between CELLNET DATA
SYSTEMS, INC., a California corporation (the "COMPANY"), and THE BANK OF NEW
YORK, a New York banking corporation, as warrant agent thereunder (the "WARRANT
AGENT").
W I T N E S S E T H:
WHEREAS, the Company and the Warrant Agent have heretofore executed
and delivered a Warrant Agreement dated as of June 15, 1995 (the "WARRANT
AGREEMENT") providing for the issuance by the Company of up to 940,000 warrants
each to purchase initially one share of the Common Stock, no par value, of the
Company (the "WARRANTS");
WHEREAS, the Company desires to amend the Warrant Agreement as set
forth in this First Supplemental Warrant Agreement;
WHEREAS, Section 7.01 of the Warrant Agreement provides, among other
things, that, subject to certain exceptions not herein relevant, with the
consent of the holders of at least a majority in number of the Warrants at the
time outstanding, the Company and the Warrant Agent may amend or supplement the
Warrant Agreement or the Warrants;
WHEREAS, the Company has received consents to the amendments to the
Warrant Agreement contained herein (the "PROPOSED AMENDMENTS") of holders of at
least a majority in number of the Warrants outstanding on the date hereof (the
"REQUISITE CONSENTS"); and
WHEREAS, all things necessary to make this First Supplemental Warrant
Agreement a valid agreement of the Company and the Warrant Agent and a valid
amendment of and supplement to the Warrant Agreement and all of the conditions
and requirements set forth in Section 7.01 of the Warrant Agreement have been
performed
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and fulfilled and the execution and delivery hereof have been in all respects
duly authorized;
NOW, THEREFORE, the Company and the Warrant Agent mutually covenant
and agree for the equal and proportionate benefit of the respective holders
from time to time of the Warrants as follows:
ARTICLE 1.
AMENDMENTS TO WARRANT AGREEMENT
SECTION 1.1. The second paragraph of the Warrant Agreement is hereby
amended by deleting it in its entirety and replacing it with the following:
"WHEREAS, the Company entered into a purchase agreement dated
June 15, 1995 with Xxxxx Xxxxxx Inc. (the "INITIAL PURCHASER") in
which the Company sold to the Initial Purchaser 235,000 units (the
"ORIGINAL UNITS") consisting of (i) $235,000,000 aggregate principal
amount at maturity of 13% Senior Discount Notes due 2005 (the
"ORIGINAL NOTES") of the Company issued under an indenture dated as of
June 15, 1995 (the "INDENTURE") between the Company and The Bank of
New York, as trustee, and (ii) 940,000 warrants (the "ORIGINAL
WARRANTS"), each representing the right to purchase initially one
share of Common Stock, no par value per share, of the Company (the
"COMMON STOCK"), subject to adjustment in accordance with the terms
hereof; and
WHEREAS, the Company has entered into a purchase agreement dated
November 21, 1995 with the Initial Purchaser in which the Company has
agreed to sell to the Initial Purchaser 90,000 additional units (the
"ADDITIONAL UNITS," and together with the Original Units, the "UNITS")
consisting of (i) $90,000,000 aggregate principal amount at maturity
of 13% Senior Discount Notes due 2005 (the "ADDITIONAL NOTES," and
together with the
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Original Notes, the "NOTES") of the Company to be issued under the Indenture, as
supplemented by the First Supplemental Indenture dated as of November 21, 1995
between the Company and the Trustee and (ii) 360,000 warrants (the "ADDITIONAL
WARRANTS," and together with the Original Warrants, the "WARRANTS" and the
certificates evidencing the Warrants, the "WARRANT CERTIFICATES"), each
representing the right to purchase initially one share of Common Stock, subject
to adjustment in accordance with the terms hereof; and"
SECTION 1.2. Section 4.02 of the Warrant Agreement is hereby amended
by adding the word "Equity" after the word "Public" on the second line of the
first sentence thereof.
ARTICLE 2.
AMENDMENT TO FORM OF WARRANT CERTIFICATE
SECTION 2.1. Paragraph 1 of the reverse of Exhibit A to the Warrant
Agreement (Form of Warrant Certificate) is hereby amended by adding "as it may
be supplemented or amended from time to time in accordance with the terms
thereof," inside the parenthetical immediately following "June 15, 1995" in the
second sentence thereof.
ARTICLE 3.
MISCELLANEOUS
SECTION 3.1. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Warrant Agreement.
SECTION 3.2. Upon the execution and delivery of this First
Supplemental Warrant Agreement by the Warrant Agent and the Company, the
Proposed Amendments contained herein will become effective and operative.
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SECTION 3.3. The recitals contained herein shall be taken as the
statement of the Company, and the Warrant Agent assumes no responsibility for
the correctness of the same. The Warrant Agent makes no representation as to
the validity of this First Supplemental Warrant Agreement. The Warrant
Agreement, as supplemented and amended by this First Supplemental Warrant
Agreement, is in all respect hereby ratified and confirmed.
SECTION 3.4. This First Supplemental Warrant Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Except as amended herein, the terms, provisions and
covenants of the Warrant Agreement shall remain in full force and effect and
continue to govern the parties thereto.
SECTION 3.5. This First Supplemental Warrant Agreement may be
executed in two or more counterparts, each of which shall be deemed original and
all of which together will constitute the same agreement, whether or not all
parties execute each counterpart.
SECTION 3.6. The laws of the State of New York, without regard to
principles of conflicts of law, shall govern this First Supplemental Warrant
Agreement and the Warrants.
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IN WITNESS WHEREOF, the parties have caused this First Supplemental
Warrant Agreement to be duly executed, all as of the date first above written.
CELLNET DATA SYSTEMS, INC.
By: /s/ Xxxxx Xxxxx
__________________________
Name:
Title:
THE BANK OF NEW YORK, as Warrant
Agent
By: /s/ Xxxxxx Xxxxxxx
__________________________
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
