1
EXHIBIT 10.4
SECOND AMENDMENT
TO
WARRANT PURCHASE AGREEMENT
SECOND AMENDMENT TO WARRANT PURCHASE AGREEMENT (the "Second
Amendment") made as of October 4, 1993, by and among Ultrak, Inc., a Colorado
corporation (the "Company"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Shareholder"), and Petrus
Fund, L.P., a Texas limited partnership (the "Purchaser").
R E C I T A L S
1. Purchaser, Shareholder and the Company have made and entered
into that certain Warrant Purchase Agreement dated July 20, 1992 (as amended,
the "Warrant Purchase Agreement"), as amended by that certain First Amendment
to Warrant Purchase Agreement (the "First Amendment") dated November 30, 1992,
pursuant to which the Company issued to Purchaser a warrant to purchase an
aggregate of Nine Hundred Twenty-Eight Thousand Five Hundred Seventy-One
(928,571) shares of Common Stock, in Accordance with the terms and conditions
of the Warrant Purchase Agreement and pursuant to the provisions set forth
therein.
2. Purchaser and the Company desire to amend the Warrant Purchase
Agreement to (1) modify the Exercise Price, and (2) modify certain provisions
pertaining to termination of the Warrant.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants contained in this Second Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Purchaser, the Shareholder, and the Company, intending to be legally bound,
agree as follows:
ARTICLE I
DEFINITIONS
As used in this Second Amendment, capitalized terms not otherwise
defined in this Second Amendment shall have the meanings given them in the
Warrant Purchase Agreement.
ARTICLE II
AMENDMENT
2.01. Amendment to Exercise Price. Section 2.03 of the Warrant
Purchase Agreement is amended and restated hereby to read in full as follows:
SECOND AMENDMENT TO
WARRANT PURCHASE AGREEMENT -- Page 1
2
"2.03 Exercise Price. The Exercise Price per share
will be as follows:
(a) $1.50 for each share of Common Stock covered
by the Warrant and with regard to which the Warrant is
exercised prior to a Loan Agreement Termination; and
(b) $2.10 for each share of Common Stock covered
by the Warrant and with regard to which the Warrant is
exercised after a Loan Agreement Termination that occurs on or
subsequent to January 20, 1995; and
provided, however, that in no event will the aggregate Exercise Price
for all of the shares of Common Stock covered by the Warrant exceed
$1,392,856.50 except in the case of adjustment pursuant to Section
2.03(b) or Section 3.03(d), whether as a result of any change in the
par value of the Common Stock or as a result of any change in the
number of shares purchasable as provided in this Article II or
otherwise; andprovided, further, that such limitation on the aggregate
Exercise Price will have no effect whatsoever upon the number of
shares of Common Stock for which this Warrant may be exercised."
2.02. Amendment to Exercise Date. The first sentence of Section
2.04(a) of the Warrant Purchase Agreement is amended hereby by replacing the
date "January 20, 1995" (which, pursuant to the First Amendment, replaced the
original date of "January 20, 1994"), which is made in reference to the last
day upon which the Warrant may be exercised, with the date "April 4, 1996."
2.03. Amendment to Termination Provisions. The second numbered
Section 2.10 of the Warrant Purchase Agreement, styled "Termination" is
renumbered to be Section 2.11 and is amended and restated hereby to read in
full as follows:
"2.11 Termination. Notwithstanding Section 2.04(a), this
Agreement and the Warrant will terminate and be of no further force
and effect in the event of a Loan Agreement Termination that occurs
prior to January 20, 1995. If the Loan Agreement Termination occurs
on or after January 20, 1995, then this Agreement and the Warrant
will remain in full force and effect; however, the Exercise Price
shall be adjusted as provided in Section 12.03(b)."
SECOND AMENDMENT TO
WARRANT PURCHASE AGREEMENT -- Page 2
3
ARTICLE III
MISCELLANEOUS
Except as specifically amended hereby, the Warrant Purchase Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed and delivered this
Second Amendment as of the date first above written.
PETRUS FUND, L.P.
By: ▇▇▇▇▇ Investments, Inc.
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. BLANSNIK
----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
ULTRAK, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Individually
SECOND AMENDMENT TO
WARRANT PURCHASE AGREEMENT -- Page 3
