AMENDMENT TO COMMON STOCK PURCHASE WARRANT
THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this "AMENDMENT") is dated
as of December 9, 1997, between SIENA CAPITAL PARTNERS, L.P., a California
general partnership ("Siena") and BROTHERS GOURMET COFFEES, INC. (the
"COMPANY").
RECITALS
WHEREAS, the Company issued to Siena a common Stock Purchase Warrant dated
September 20, 1996 (as amended, the "WARRANT"), exercisable with respect to up
to 100,000 shares of the Company's Common Stock, subject to adjustment as set
forth in the Warrant. All terms not otherwise defined herein shall have the
meaning given such terms in the Warrant; and
WHEREAS, the Company and Siena desire to amend the Warrant as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the parties hereto hereby
agree as follows:
1. The Company and Siena hereby agree that the last sentence of the
preamble of the Warrant shall be amended in its entirety to read as
follows:
"The exercise price per share of Common Stock for which this Warrant
is exercisable shall be the lesser of (i) $1.5625 per share or (ii) t
he average closing price of the Common Stock on the securities
exchange or other inter-dealer quotation system on which the Common
Stock is then listed over the thirty (30) trading day period
immediately prior to the Initial Warrant Effective Date, as adjusted
from time to time pursuant to the terms of this Warrant and the
Warrant Agreement (the "EXERCISE PRICE")."
2. The Warrant shall remain in full force and effect as amended hereby
and all parties hereto hereby ratify and affirm the Warrant as so
amended.
IN WITNESS WHEREOF, the Company and Siena have executed this Amendment as
of the date first written above.
SIENA CAPITAL PARTNERS, L.P.
a California limited partnership
By: Aneis Advisors GP, Inc.
a California corporation,
its general partner
By: _______________________________
Name:
Title:
BROTHERS GOURMET COFFEES, INC.
By: ____________________________________
Name:
Title:
