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EXHIBIT 4.22
SECOND AMENDMENT TO WARRANT AGREEMENT
THIS SECOND AMENDMENT TO WARRANT AGREEMENT (this "AMENDMENT") is made
as of the 9th day of April, 1997, by and among The Cerplex Group, Inc., a
Delaware corporation (the "COMPANY") and each of the holders of warrants listed
on Schedule A hereto, each of which is herein referred to as a "HOLDER" and
collectively as the "HOLDERS."
RECITALS:
A. The Company and the Holders entered into a Warrant Agreement dated
as of April 15, 1996, as amended by a Waiver and Amendment Agreement dated as of
October 31, 1996 (as in effect prior to the effectiveness of this Amendment, the
"EXISTING WARRANT AGREEMENT").
B. The Holders are the holders of all of the Warrants (as such term is
defined in the Existing Warrant Agreement) outstanding as of the date hereof.
C. The Company and the Holders have agreed to amend the Existing
Warrant Agreement as set forth herein.
AGREEMENT:
NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS.
As used in this Amendment, the following terms have the respective
meanings specified below:
"AMENDMENT, THIS" -- means this Second Amendment to Warrant Agreement.
"COMPANY" -- the introductory sentence.
"EXISTING WARRANT AGREEMENT" -- Recital A.
"HOLDERS" -- the introductory sentence.
SECTION 2. AMENDMENTS TO EXISTING WARRANT AGREEMENT; AFFIRMATION.
2.1 AMENDMENTS TO THE EXISTING WARRANT AGREEMENT.
(a) Section 4.1(d)(ii) of the Existing Warrant Agreement is hereby
amended by:
(i) deleting the word "and" at the end of clause (D);
(ii) deleting the period and the end of clause (E)
and substituting "; and" in lieu thereof; and
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(iii) adding the following clause (F) immediately
following clause (E):
(F) warrants, not exceeding eight hundred
seventy-five thousand (875,000) in the aggregate, and
shares of Common Stock issuable upon the exercise of
such warrants, issued on or prior to April 9, 1997 to
any then holder of the Xxxxx Fargo Credit Agreement
Debt (as such term is defined in the Note Purchase
Agreement).
(b) The definition of "Initial Purchase Price" in Section
5.1 of the Existing Warrant Agreement is hereby amended and restated in
its entirety as follows:
INITIAL PURCHASE PRICE -- means Fifty-Nine and
Three Eighths Cents ($0.59375) per share.
Each of the Warrant Certificates (as such term is defined in the
Existing Warrant Agreement) issued under the Existing Warrant Agreement
and currently outstanding, as well as Exhibit A to the Existing Warrant
Agreement, are hereby further amended and modified by changing the
references therein to "initial purchase price" and "Purchase Price"
from "Two Dollars and Fifty Cents ($2.50) per share" to "Fifty-Nine and
Three Eighths Cents ($0.59375) per share." This amendment to each of
the Warrant Certificates currently outstanding shall be effective
without any further action required on the part of the Holders or the
Company and without the need to submit such Warrant Certificates to
Company for any notation of said change thereon or to otherwise
exchange such Warrant Certificates for new Warrant Certificates.
2.2 AFFIRMATION OF OBLIGATIONS.
The Company hereby acknowledges and affirms all of its obligations
under the terms of the Existing Warrant Agreement, as amended hereby.
SECTION 3. MISCELLANEOUS.
3.1 GOVERNING LAW.
This Amendment shall be governed by, and construed and enforced in
accordance with, internal New York law.
3.2 DUPLICATE ORIGINALS.
Two or more duplicate originals of this Amendment may be signed by the
parties, each of which shall be an original but all of which together shall
constitute one and the same instrument. This Amendment may be executed in one or
more counterparts and shall be effective when at least one counterpart shall
have been executed by each party hereto, and each set of counterparts which,
collectively, show execution by each party hereto shall constitute one duplicate
original.
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3.3 EFFECT OF THIS AMENDMENT.
Except as specifically provided in this Amendment, no terms or
provisions of the Existing Warrant Agreement have been modified or changed by
this Amendment and the terms and provisions of the Existing Warrant Agreement,
as amended hereby, shall continue in full force and effect. This Amendment and
the amendments contained herein shall have and be in effect on and after the
date hereof.
3.4 SECTION HEADINGS.
The titles of the sections hereof appear as a matter of convenience
only, do not constitute a part of this Amendment and shall not affect the
construction hereof.
[Remainder of Page Intentionally Blank. Next Page is Signature Page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on their behalf by a duly authorized officer or agent thereof, as the
case may be, as of the date first above written.
THE CERPLEX GROUP, INC.
By________________________________
Name:
Title:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By________________________________
Name:
Title:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By________________________________
Name:
Title:
NORTH ATLANTIC SMALLER COMPANIES
INVESTMENT TRUST PLC
By________________________________
Name:
Title:
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SCHEDULE A
Schedule of Holders
The Northwestern Mutual Life Insurance Company
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
North Atlantic Smaller Companies Trust PLC
c/o X.X. Xxxxxx & Co., Ltd.
00 Xxxx Xxxxx
Xxxxxx, Xxxxxxx XX0X0XX
Schedule A-1
