THIS SUPPLEMENTAL INDENTURE is made as of the day of March, 1998
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B E T W E E N:
CHAMPION COMMUNICATION SERVICES,
INC., a corporation formed under the laws of the
State of Deleware,
(hereinafter called the "Company")
OF THE FIRST PART
- and -
EQUITY TRANSFER SERVICES INC., a
corporation incorporated under the laws of the
Province of Ontario,
(hereinafter called the "Warrant Agent")
OF THE SECOND PART
WHEREAS the Company and the Warrant Agent have entered into a warrant
indenture made as of the 25th day of September, 1996 (the "Warrant Indenture")
which provided for the issuance by the Company of up to 811,000 warrants of the
Company (the "Warrants"), each such Warrant currently exercisable at a purchase
price of $5.00 for 1 common share of the Company;
AND WHEREAS none of the Warrants have been exercised;
AND WHEREAS the parties hereto wish to execute this supplemental indenture
for the purpose of extending the expiry date of the Warrants as provided for
herein;
NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSETH that for good and
valuable consideration mutually given and received, the receipt and sufficiency
of which are hereby acknowledged, it is hereby agreed as follows:
1. The Purchase Warrant Indenture is hereby amended as follows:
(a) to amend the definition of "Expiry Time" contained in section 1.1 of
the Warrant Indenture to read as follows:
"means 5:00 p.m. (Toronto time) on June 30, 1998.";
(b) to amend the legend "EXERCISABLE BEFORE 5:00 P.M. (TORONTO TIME) ON
MARCH 25, 1998" on page 1 of Schedule "A" to the Warrant Indenture to
read as follows:
"EXERCISABLE BEFORE 5:00 P.M. (TORONTO TIME) ON JUNE 30, 1998."; and
(c) to replace the words "5:00 p.m. (Toronto time) on March 25, 1998 (the
"Expiry Time") fully paid and non-assessable common shares ("Common
Shares") in the capital of Champion Communication Services, Inc. (the
"Company")" contained on page 1 of Schedule "A" to the Warrant
Indenture with the following, "5:00 p.m. (Toronto time) on June 30,
1998 (the "Expiry Time") fully paid and non-assessable common shares
("Common Shares") in the capital of Champion Communication Services,
Inc. (the "Company")".
IN WITNESS WHEREOF the parties hereto have executed this supplemental
indenture as of the date first above written.
CHAMPION COMMUNICATION
SERVICES, INC.
By:
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Authorized Signing Officer
EQUITY TRANSFER SERVICES INC.
By:
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Authorized Signing Officer