Exhibit 10.10
AMENDMENT TO WARRANT
THIS AMENDMENT, dated April 16, 2001, between VistaCare, Inc. (the
"Company") and Banc of America Commercial Finance Corporation ("Holder")
formerly known as NationsCredit Commercial Corporation;
WITNESSETH:
WHEREAS, the Company has issued to the Holder its Warrant, dated July
14, 1999 (the "Warrant"), to purchase 840,000 shares of Non-Voting Common Stock,
par value $.01 per share, which warrant is presently exercisable for 500,000
such shares; and
WHEREAS, the Company and the Holder wish to amend the Warrant, on the
terms and conditions of this Amendment;
NOW, THEREFORE, in consideration of the covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Amendment. (a) The Warrant is hereby amended by amending the first
three sentences of Section 5.2 thereof to read as follows:
"The Holder may, at any time and from time to time after July 1, 2002,
demand a determination of the Redemption Price (a "Determination Notice") for
purposes of this Section 5.2. Within 30 days after the receipt of any
Determination Notice from the Holder, the Company shall give to the Holder
notice of the Redemption Price, including a reasonably detailed description of
the method of calculation thereof, determined as of the day preceding such
notice of the Redemption Price. At any time within 30 days after receipt of
notice of the Redemption Price the Holder may demand redemption of this Warrant,
in whole or in part, at the Redemption Price by notice to the Company, payable
on the 20th Business Day after receipt of such demand (any such date, the
"Redemption Due Date") in immediately available funds to the Holder upon
surrender of this Warrant at the Warrant Agency or, if requested by the Holder,
without surrender of this Warrant, by wire transfer to any account in New York
City specified by notice to the Company."
(b) The Warrant is hereby amended by deleting Section 5.5
thereof in its entirety.
2. No Other Amendments. Except for the amendments expressly set forth
and referred to above, the Warrant shall remain unchanged and in full force and
effect.
3. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same instrument.
4. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of Georgia (without reference to
principles of conflicts of law).
IN WITNESS WHEREOF, the parties have executed and delivered this
Warrant as of the date first above written.
VISTACARE, INC.
By: /s/ Xxxxx Xxxxxxx
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Title: CFO
Agreed:
BANC OF AMERICA COMMERCIAL
FINANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Title: Vice President
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