EXHIBIT 10.47
AMENDMENT NO.1 TO WARRANT AGREEMENT
This Amendment No. 1 to Warrant Agreement, dated as of February 27,
2002 (the "Amendment") to the Warrant Agreement dated as of May 1, 1997 (the
"Warrant Agreement"), between General Credit Corporation, a New York corporation
(the "Company") and American Stock Transfer & Trust Company, a New York
corporation (the "Warrant Agent"). All capitalized terms not defined in this
Amendment shall have the same meanings as set forth in the Warrant Agreement,
and all references to paragraphs or sections in this Amendment shall correspond
to the same paragraphs or sections as set forth in the Warrant Agreement.
WHEREAS, the Company desires to amend the Warrant Agreement, as
provided in this Amendment;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. Paragraph 3.1 of the Warrant Agreement is hereby deleted in its
entirety and replaced with the following:
Warrant Price. Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof; subject to the provisions
of such Warrant and of this Agreement, to purchase from the Company one share of
Common Stock for $1.50 per whole share, subject to the adjustments provided in
Section 4 hereof. The term "Warrant Price' as used in this Agreement refers to
the price per share at which Common Stock may be purchased at the time a Warrant
is exercised.
2. Paragraph 3.2 of the Warrant Agreement is hereby deleted in its
entirety and replaced with the following:
Duration of Warrants. A Warrant may be exercised only during
the period ("Exercise Period") commencing on April 24, 1997 and terminating at
4:00 p.m. EST on April 30, 2003; provided, however, that the Exercise Period of
the Warrants shall terminate earlier on the date fixed for redemption of such
Warrants as provided in Section 6 of this Agreement ("Expiration Date"). Each
Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The Company has the
right, in its sole, discretion, to extend the expiration date of the Warrants on
five business days prior written notice to the holders of the Warrants.
3. Paragraph 6.1 of the Warrant Agreement is hereby deleted in its
entirety and replaced with the following:
Redemption. The Warrants may be redeemed, at the option of the
Company, as a whole at any time or in part from time to time, after April 24,
1997, and prior to their expiration, in any proportion as the Company in it sole
discretion may determine, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $.25 per Warrant ("Redemption
Price"), provided that the closing bid price of the Common Stock as reported on
Nasdaq, or the closing sale price, as reported on a national or regional
securities exchange, as applicable, of the shares of the Common Stock for 30
consecutive trading days ending within 10 days of the notice of redemption of
the Warrants averages at least $3.00 per share, subject to adjustment, and
further provided that the Company shall give written notice of the Company's
intent to redeem the Warrants at least five business days prior to the date of
the notice of redemption.
4. This Amendment sets forth the entire amendment being made to the
Warrant Agreement. Except as specifically provided in this Amendment, the
Warrant Agreement and all Warrant Certificates remain in full force and effect
in accordance with their terms. References in any Warrant Certificate to the
Warrant Agreement shall be deemed to refer to the Warrant Agreement, as amended
by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
GENERAL CREDIT CORPORATION, a New
York corporation
By: /s/ XXXXX XXXXXXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY, a New York corporation
By: /s/ XXXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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