EXHIBIT 4.6
AMENDMENT NO. 2
TO
WARRANT AGREEMENT
THIS AMENDMENT is made and entered into as of December 10, 2001, by and
between Big Buck Brewery & Steakhouse, Inc. (f/k/a Michigan Brewery, Inc.), a
Michigan corporation (the "Company"), and Xxxxx Fargo Bank Minnesota, National
Association (f/k/a Norwest Bank Minnesota, National Association), as the Warrant
Agent (the "Warrant Agent").
WHEREAS, the Company appointed the Warrant Agent to provide certain
services in connection with and following the Company's initial public offering
of units, each unit consisting of one share of common stock and one redeemable
Class A Warrant to purchase one share of common stock ("Warrant");
WHEREAS, the Company and the Warrant Agent entered into an agreement (the
"Warrant Agreement") with respect to such appointment on June 7, 1996, as
amended by the first amendment thereto dated May 26, 2000;
WHEREAS, the Company has extended the expiration date of the Warrants from
December 13, 2001 to December 13, 2002;
WHEREAS, the Company wishes to amend the Warrant Agreement to correspond
with the new term of the Warrants.
NOW, THEREFORE, in consideration of the premises and agreements set forth
herein, the parties hereto agree to restate (i) Sections 2.1, 2.2 and 4.1 of the
Warrant Agreement as follows and (ii) Exhibit A of the Warrant Agreement as
attached hereto:
Section 2.1 EXERCISE. Any or all of the Warrants represented by each
Warrant Certificate may be exercised by the holder thereof on or before
5:00 p.m., Minneapolis time, on December 13, 2002 (unless extended by the
Company), by surrender of the Warrant Certificate with the purchase form, which
is printed on the reverse thereof (or a reasonable facsimile thereof), duly
executed by such holder, to the Warrant Agent at its principal office in South
St. Xxxx, Minnesota. The purchase form must be accompanied by payment, in cash
or by certified check payable to the Company, in an amount equal to the product
of the number of shares of Common Stock issuable upon exercise of the Warrant
represented by such Warrant Certificate, as adjusted pursuant to the provisions
of Article III hereof, multiplied by the exercise price of $8.00, as adjusted
pursuant to the provisions of Article III hereof (such price as so adjusted from
time to time being herein called the "Purchase Price"), and such holder shall be
entitled to receive such number of fully paid and nonassessable shares of Common
Stock, as so adjusted, at the time of such exercise.
Section 2.4 EXTENSION OF EXERCISE PERIOD; CHANGE OF EXERCISE PRICE. The
Company may, upon notice given to the Warrant Agent, and without the consent of
the holders of the Warrant Certificates, (a) extend the period over which the
Warrants are exercisable beyond December 13, 2002, and (b) increase or decrease
the Purchase Price for any period. Within a reasonable time after the effective
time of such change or extension, the Company shall provide the Warrant Agent
and Warrantholders of record with written notice of any change in the Purchase
Price or extension of the exercise period, as the case may be, specifying the
time to which such exercise period is extended, or the new Purchase Price and
the periods for which such new Purchase Price is in effect.
Section 4.1 REDEMPTION PRICE. The Warrants may be redeemed at the option of
the Company, at any time on or before December 13, 2002, upon notice as set
forth in Section 4.2 and at the redemption price equal to $0.01 per warrant,
provided that (a) the last reported sale price of the Common Stock on a national
securities exchange, if the Common Stock shall be listed or admitted to unlisted
trading, privileges on a national securities exchange, or (b) the closing, bid
price of the Common Stock on the Nasdaq system, if the Common Stock is not so
listed or admitted to unlisted trading privileges, exceeds $9.00 per share (such
price subject to adjustment from time to time in the same manner as the Purchase
Price pursuant to the provisions of Article III hereof) for any 20 consecutive
trading days prior to the date such notice of redemption is given.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
hereto as of the day and year first above written.
BIG BUCK BREWERY &
STEAKHOUSE, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President and Chief Executive
Officer
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Account Manager
