FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED WARRANT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED WARRANT AGREEMENT (the
"Amendment") is made and entered into as of the 30th day of October, 1995
between PEOPLES TELEPHONE COMPANY, INC., a New York corporation (the "Issuer"),
and CREDITANSTALT AMERICAN CORPORATION, a Delaware corporation
("Creditanstalt").
W I T N E S S E T H :
WHEREAS, Creditanstalt and the Issuer made and entered into that certain
Second Amended and Restated Warrant Agreement dated as of February 17, 1994 (the
"Warrant Agreement") pursuant to which the Issuer has agreed to issue to
Creditanstalt or an "Affiliate" (as defined in the Warrant Agreement) certain
"Warrants" (as defined in the Warrant Agreement);
WHEREAS, the Warrant Agreement provides for Series D Warrants to
purchase an aggregate of 250,000 shares of Common Stock or Preferred Stock at an
exercise price of $9.00 per share; and
WHEREAS, the Warrant Agreement provides that the Issuer will bear the
expenses of registration for three demand registrations requested by Warrant
Holders; and
WHEREAS, the Issuer has requested that Creditanstalt agree to reduce
from three (3) to two (2) the number of demand registrations for which the
Issuer is obligated to bear all expenses (other than underwriting discounts and
commissions); and
WHEREAS, in exchange for such amendment, Creditanstalt has requested
that the exercise price of 200,000 Series D Warrants be reduced from $9.00 to
$5.25 per Warrant; and
NOW, THEREFORE, in consideration of the premises, the terms and
conditions contained herein, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
i. DEFINITIONS. All capitalized terms used herein
and not expressly defined herein shall have the same
respective meanings given to such terms in the Warrant
Agreement.
ii. AMENDMENT OF DEFINITION OF "EXERCISE PRICE". The
term "Exercise Price", as set forth in Section 1 of the
Warrant Agreement, is hereby deleted in its entirety and
the following definition is substituted in lieu thereof:
"EXERCISE PRICE" shall mean the exercise price of the
Warrant which shall be: (a) $3.17 per warrant with respect to the
Series A Warrants; (b) $8.00 per Warrant with respect to the
Series B Warrants; (c) $9.33 per Warrant with respect to the
Series C Warrants; (d) $9.00 per Warrant with respect to the
Series D Warrants; and (e) $5.25 per Warrant with respect to the
Series E Warrants."
iii. AMENDMENT OF DEFINITION OF "SERIES D WARRANTS".
The term "Series D Warrants, as set forth in Section 1 of
the Warrant Agreement, is hereby deleted in its entirety
and the following definition is substituted in lieu
thereof:
"SERIES D WARRANTS" shall mean the stock purchase warrants
issued pursuant to this Amended and Restated Warrant Agreement
entitling the record holders thereof to purchase from the Issuer
at the Warrant Office an aggregate of 50,000 shares of Common
Stock or Preferred Stock (in the percentages and to the extent
provided in Section 6(d) hereof and subject in each case to
adjustment as provided in Section 12) at the Exercise Price at any
time after the Closing Date and before 5:00 P.M., New York time,
on the Expiration Date; individually, a "Series D Warrant"."
iv. NEW DEFINITION OF "SERIES E WARRANTS". Section 1
of the Warrant Agreement is hereby amended by adding
following the definition of "Series D Warrants" a new
definition of "Series E Warrants" as follows:
"SERIES E WARRANTS" shall mean the stock purchase warrants
issued pursuant to this Amended and Restated Warrant Agreement
entitling the record holders thereof to purchase from the Issuer
at the Warrant Office an aggregate of 200,000 shares of Common
Stock or Preferred Stock (in the percentages and to the extent
provided in Section 6(d) hereof and subject in each case to
adjustment as provided in Section 12) at the Exercise Price at any
time after the Closing Date and before 5:00 P.M., New York time,
on the Expiration Date; individually, a "Series E Warrant"."
v. AMENDMENT OF DEFINITION OF "WARRANTS". The term
"Warrants", as set forth in Section 1 of the Warrant
Agreement, is hereby deleting in its entirety and the
following definition is substituted in lieu thereof:
"WARRANTS" shall mean the Series A Warrants, Series B
Warrants, Series C Warrants, Series D Warrants, and Series E
Warrants, collectively; individually, a "Warrant".
vi. AMENDMENT OF SECTION 15(b). Section 15(b) of the
Warrant Agreement is hereby amended by deleting the number
"three (3)" from the fourth line of Section 15(b) and
substituting in lieu thereof the number "two (2)".
vii. AMENDMENT OF SECTION 16. Section 16 of the
Warrant Agreement is hereby amended as follows: delete from
line seven of Section 16 the number "three (3)" and
substitute in lieu thereof the number "two (2)"; delete
from line ten of Section 16 the phrase "'three (3)'" and
substitute in lieu thereof the phrase "'two (2)'"; and
delete from line eleven of Section 16 the phrase "'four
(4)'" and substitute in lieu thereof the phrase "'three
(3)'".
viii. AMENDMENT OF EXHIBIT A. Exhibit A of the Warrant
Agreement is hereby amended by deleting in its entirety the
bracketed language in the first line of the legend on the
first page of the Warrant Certificate and substituting in
lieu thereof the following: "[Series A//Series B//Series
C//Series D//Series E]" and by deleting in its entirety the
bracketed language in line ten of the Warrant Certificate
and substituting in lieu thereof the following:
"[$3.17//$8.00//$9.33//$9.00//$5.25]".
ix. ISSUANCE AND REGISTRATION OF WARRANTS. The Issuer
hereby agrees to issue and deliver to Creditanstalt or, at
the option of Creditanstalt, an Affiliate thereof, new
Warrant Certificates evidencing the outstanding Series D
Warrants and Series E Warrants as hereby amended. Upon
receipt of such new Warrant Certificates, Creditanstalt
shall deliver to the Issuer for cancellation the old
Warrant Certificates for Series D Warrants. On the date
hereof, the Issuer shall register the new Warrant
Certificates in the Warrant Register in the name of
Creditanstalt or an Affiliate thereof as the case may be.
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x. RESTATEMENT OF REPRESENTATIONS AND WARRANTIES.
(i) Issuer hereby reaffirms
each and every representation and
warranty heretofore made under or
in connection with the execution
and delivery of the Warrant
Agreement (including, without
limitation, those representations
and warranties set forth in
Section 2 of the Warrant
Agreement), as such
representations and warranties are
amended in Section 10(b) and (c)
of this Amendment, as fully as
though such representations and
warranties have been made on the
date hereof and with specific
reference to this Amendment.
(ii) Solely with respect to Section
2(d) of the Warrant Agreement,
Issuer has authorized capital
stock consisting of 25,000,000
shares of Common Stock, par value
$.01 per share, of which as of
October 15, 1995, not less than
16,202,977 shares were issued and
outstanding, and 5,000,000 shares
of Preferred Stock, $.01 par
value, 100,000 shares of which are
designated as Series A Preferred
Stock, none of which are issued
and outstanding, 600,000 shares of
which are designated as Series B
Preferred Stock, none of which are
issued and outstanding, and
160,000 shares of Series C
Preferred Stock, $.01 par value,
of which as of the date hereof, at
least 150,000 shares of which were
issued and outstanding.
(iii) Solely with respect to
Section 2(e) of the Warrant
Agreement, no holder of securities
of the Issuer has any right to the
registration of such securities
under the Securities Act except
(i) as set forth on SCHEDULE J to
the Warrant Agreement and (ii) as
provided for in that certain
Registration Rights Agreement,
dated as of July 19, 1995 among
the Issuer, UBS Partners, Inc.,
and Appian Capital Partners,
L.L.C.
xi. EFFECT OF AMENDMENT. Except as expressly set
forth hereinabove, the Warrant Agreement shall remain in
full force and effect as originally written, and shall
constitute the legal, valid, binding and enforceable
obligation of Issuer to Creditanstalt, and Issuer hereby
restates, ratifies and reaffirms each and every term and
condition set forth in the Warrant Agreement, as amended
hereby, effective as of the date hereof.
xii. COUNTERPARTS. This Amendment may be executed in
any number of counterparts, each of which, when so executed
and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute one
and the same instrument.
xiii. SUCCESSORS AND ASSIGNS. This Amendment shall be
binding upon and inure to the benefit of the successors and
permitted assigns of the parties hereto.
xiv. SECTION REFERENCES. Section titles and references
used in this Amendment shall be without substance and
meaning or content of any kind whatsoever and are not a
part of the agreement among the parties hereto evidenced
hereby.
xv. FURTHER ASSURANCES. Issuer agrees to take such
further action as Creditanstalt shall reasonably request in
connection herewith evidencing the Amendment herein
contained to the Warrant Agreement.
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xvi. GOVERNING LAW. This Amendment shall be governed
by, and construed in accordance with, the laws of the State
of New York, without regard to principles of conflicts of
laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers,
effective as of the date and year first above written.
"Issuer"
PEOPLES TELEPHONE COMPANY, INC.
By:_______________________________________________
Robert D. Rubin
President
Attest:___________________________________________
Francis J. Harkins
Secretary
[CORPORATE SEAL]
"Creditanstalt"
CREDITANSTALT AMERICAN CORPORATION
By:_______________________________________________
Robert M. Biringer
Senior Vice President
By:_______________________________________________
Joseph P. Longosz
Vice President
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