EXHIBIT 9
[Execution Version]
AMENDMENT TO WARRANT AGREEMENT
This Amendment to Warrant Agreement dated as of March 11,1999 (this
"Agreement"), is entered into by Kafus Environmental Industries Ltd., a British
Columbia corporation (the "Company"), and Sundance Assets, L.P., a Delaware
limited partnership ("Sundance"). Reference is made to the Warrant Agreement
dated as of December 31, 1998 (as modified from time to time, the "Warrant
Agreement"), between the Company and Enron Capital & Trade Resources
Corp.("ECT"), an Affiliate of Sundance, whose interest under the Warrant
Agreement has transferred to Sundance in connection with the assignment of the
Warrants as described below. The defined terms of the Warrant Agreement, to
which this agreement relates, are used herein unless otherwise defined herein.
INTRODUCTION
The Company and Sundance have entered into the Amended and Restated Registration
Rights Agreement dated as of March 11,1999 (as modified from time to time, the
"Registration Rights Agreement"), amending and restating the Registration Rights
Agreement dated as of December 31, 1998, between the Company and ECT, governing
the registration rights applicable to certain Warrants made by the Company,
issued to ECT, and assigned from ECT to Ponderosa Assets, L.P.("Ponderosa"), an
Affiliate of ECT, pursuant to the Assignment dated as of December 18, 1998,
between ECT as assignor and Ponderosa as assignee, and subsequently assigned
from Ponderosa to Sundance pursuant to the Assignment dated as of December
18,1998, between Ponderosa as assignor and Sundance as assignee. In connection
with the execution of the Registration Rights Agreement, the Company and
Sundance agree as follows:
Section 1. Amendment to Warrant Agreement. To reflect the incorporation of the
Registration Rights Agreement under the Warrant Agreement, the Warrant Agreement
is hereby amended as follows:
Section 1.1 of the Warrant Agreement is amended by replacing the definition
of "Registration Rights Agreement" with following definition:
"Registration Rights Agreement" means the Amended and Restated
Registration Rights Agreement dated as of March 11,1999, between the
Company and Sundance Assets, L.P.
Section 2. Effect on Warrant Documents.
2.1 Except as amended herein, the Warrant Agreement, the Warrants, and the
other Warrant Documents remain in full force and effect. The Company represents
and warrants that it
has no defenses to the enforcement of the Warrant Agreement, as amended. The
Company further agrees that nothing herein shall act as a waiver of any of
Sundance's rights under the Warrant Documents as amended, including any waiver
of any default or event of default, however denominated. The Company must
continue to comply with the terms of the Warrant Documents, as amended.
2.2 This Agreement is a Warrant Document for the purposes of the
provisions of the other Warrant Documents.
Section 3. Effectiveness. This Agreement shall become effective and the
Warrant Documents shall be amended as provided herein effective as of the date
first set forth above when the Company shall have duly and validly executed
originals of this Agreement.
Section 4. Miscellaneous.
4.1 Expenses. The Company shall pay directly or reimburse Sundance for
all reasonable expenses of Sundance, as applicable, including charges and
disbursements of legal counsel for Sundance, in connection with the amendment,
modification, waiver, or interpretation of this Agreement and the other Warrant
Documents, and the preservation or enforcement of any rights of Sundance
hereunder or thereunder, including the expenses of Sundance prior to the
execution of this Agreement or the other Warrant Documents. The provisions of
this paragraph shall survive any purported termination of this Agreement that
does not expressly reference this paragraph.
4.2 Governing Law. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of British Columbia and the applicable laws
of Canada, without regard to its principles of conflicts of law which would
select another law. This Agreement may be signed in any number of counterparts,
each of which shall be an original, and may be executed and delivered by
telecopier.
4.3 No Further Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
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THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
EXECUTED as of the date first above written.
KAFUS ENVIRONMENTAL INDUSTRIES LTD.
By:
------------------------------------
Name:
Title:
SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P., its general partner
By: Enron Ponderosa Management Holdings, Inc.
By:
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Name:
Title:
[Amendment to Warrant Agreement]
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