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Exhibit 4.10
SECOND AMENDMENT TO WARRANT AGREEMENT
AND WARRANT CERTIFICATE BETWEEN
HANOVER DIRECT, INC.
AND
NORTH AMERICAN RESOURCES LIMITED
This Second Amendment, dated as of November 13, 1995 (this
"Amendment"), to that certain Warrant Agreement, dated as of October 25, 1991,
as amended by that certain First Amendment, dated as of July 8, 1991, between
The Horn & Hardart Company, a Nevada corporation and the predecessor-
in-interest to Hanover Direct, Inc. (the "Company"), and North American
Resources Limited, a British Virgin Islands corporation ("NAR"), and Warrant
Certificate No. 1.
WHEREAS, the Company and NAR are parties to that certain Warrant
Agreement, dated as of October 25, 1991, as amended by that certain First
Amendment, dated as of July 8, 1991 (as so amended, the "Warrant Agreement"),
and pursuant thereto the Company has issued to NAR Warrant Certificate No. 1
(the "Warrant Certificate"); and
WHEREAS, the Company and NAR desire to further amend the Warrant
Agreement and the Warrant Certificate.
NOW, THEREFORE, in consideration of the premises and agreements herein
contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
A. Amendment to the Warrant Agreement. The Warrant Agreement is hereby
amended as follows:
Section 5(a) is hereby amended to extend the Expiration Date through
August 1, 1998 as part of the total compensation to be paid to NAR by the
Company in connection with NAR's purchase from SunAmerica Life Insurance Company
of $14 million aggregate principal amount of the Company's 9.25% Senior
Subordinated Notes due August 1990. As a result, Section 5(a) is hereby amended
to delete the following: "May 8, 1996" and to substitute therefor the following:
"August 1, 1998".
B. Amendment to the Warrant Certificate. The Warrant Certificate is
hereby amended as follows:
(i) The words "MAY 8, 1996" are hereby deleted from the caption of
the Warrant Certificate and the words "AUGUST 1, 1998" are substituted therefor.
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(ii) The following is hereby deleted from the first paragraph of the
Warrant Certificate: "May 8, 1996" and the following is substituted therefor:
"August 1, 1998".
C. Ratification. Except as expressly amended hereby, all terms and
provisions of the Warrant Agreement, as heretofore amended, remain unamended,
unmodified and in full force and effect. The Warrant Agreement, as amended
hereby, and all rights and powers created thereby, is in all respects ratified
and confirmed. From and after the date hereof, all references to the Warrant
Agreement shall be deemed to mean the Warrant Agreement as amended by this
Amendment.
D. Counterparts. This Amendment may be executed in counterparts, each
of which, when executed and delivered, shall for all purposes be deemed an
original. Both of the counterparts, when taken together, shall constitute but
one and the same Amendment.
E. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
principles of conflict of laws.
F. Definitions. Except as otherwise expressed or provided or unless the
context otherwise requires, all terms used herein which are defined in the
Warrant Agreement shall have the meanings ascribed to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
HANOVER DIRECT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title:
NORTH AMERICAN RESOURCES LIMITED
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Attorney-in-Fact
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