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AMENDMENT NO. 2 TO WARRANT AGREEMENT
THIS AMENDMENT NO. 2 TO WARRANT AGREEMENT (the "Agreement") is dated
April 15, 1996, by and between Watermarc Food Management Co., formerly known as
▇▇▇▇▇ Blues Food Corporation, a Texas corporation with its principal offices in
Houston, Texas (the "Company"), and North American Transfer Co., as warrant
agent (the "Warrant Agent").
W I T N E S S E T H:
WHEREAS, the parties hereto previously entered into that certain
Warrant Agreement dated May 15, 1992 (the "Original Agreement"), a copy of
which is attached hereto as Exhibit A, for the purpose of setting forth the
terms and conditions of the issuance, registration, transfer, exchange and
redemption of the Company's Series A Redeemable Common Stock Purchase Warrants
(the "Series A Warrants"):
WHEREAS, all capitalized terms used herein shall have the same meaning
assigned them in the Original Agreement unless otherwise set forth herein.
Furthermore, this Agreement confirms and ratifies all terms and conditions set
forth in the Original Agreement except as expressly modified herein; and
WHEREAS, the parties hereto desire to amend the Original Agreement for
the purpose of extending the Warrant Expiration Date from May 15, 1996 to
May 15, 1997:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Amendment and Restatement of Section 1(i) of the Original
Agreement. Section 1(i) of the Original Agreement is hereby amended and
restated in its entirety as follows for the purpose of extending the Warrant
Expiration Date from May 15, 1996 to May 15, 1997:
1(i) "Warrant Expiration Date" shall mean 5:00 p.m. (New
York time) on May 15, 1997, with respect to the
Series A Warrants, or the redemption date as defined
in Section 8, whichever is earlier; provided that if
such date shall in the State of New York be a holiday
or a day on which banks are authorized to close, then
5:00 p.m. (New York time) on the next following day
which in the State of New York is not a holiday or a
day on which banks are authorized to close. The
Company may, at its election, extend the Warrant
Expiration Date with respect to the Series A
Warrants.
2. Current Prospectus. The Company agrees to monitor the market
price of its common stock, par value $.05 per share (the "Common Stock") and
will undertake to file a post-
AMENDMENT NO. 2 TO WARRANT AGREEMENT - Page 1
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effective amendment to its registration statement dated July, 26, 1995,
Registration No. 33-93450 (the "Registration Statement"), at such time as the
exercise of the Series A Warrants appears more likely. Furthermore, the Company
will not, without the opinion of counsel to the Company, issue any of its
Common Stock pursuant to the exercise of any of the Series A Warrants unless
there is a post-effective amendment to the Registration Statement in effect
containing a current prospectus meeting the requirements of Section 10(a)(3) of
the Securities Act of 1933, as amended.
3. Miscellaneous.
(a) This Agreement shall be binding upon and inure to
the benefit of the Company and the Warrant Agent and their respective
successors and assigns, and the holders from time to time to Warrant
Certificates. Nothing in this Agreement is intended or shall be
construed to confer upon any other person any right, remedy or claim,
in equity or at law, or to impose upon any other person any duty,
liability or obligation.
(b) This Agreement shall be governed and construed in
accordance with the laws of the State of New York; provided, however,
that the Series A Warrants shall be governed by and construed in
accordance with the laws of the State of Texas, without reference to
principles of conflict of laws.
(c) If any term of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity of all other terms
hereof shall in no way be effected thereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
to Warrant Agreement as of the date first above set forth.
COMPANY:
WATERMARC FOOD MANAGEMENT CO.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: President & Chief Operating Officer
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WARRANT AGENT:
NORTH AMERICAN TRANSFER CO.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Principal
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