EXHIBIT 10.88
FIRST AMENDMENT TO WARRANT
THIS FIRST AMENDMENT TO WARRANT ("First Amendment") is made and entered
into effective as of October 18, 1996, by and between CU CapitalCorp., a
Delaware corporation ("CUCC"), and Hungarian Telephone and Cable Corp., a
Delaware corporation (the "Company").
W I T N E S S E T H
WHEREAS, the Company issued and delivered to CUCC that certain Warrant
to Purchase Shares of Common Stock of the Company, dated May 31, 1995 (the
"Warrant");
WHEREAS, CUCC or an affiliate thereof has furnished or has agreed to
furnish additional financial support to the Company and/or its subsidiaries,
including through the issuance to Citicorp North America, Inc. ("CNA") of a
letter of comfort and a letter indemnifying CNA against all events of political,
currency exchange and other cross-border risks in connection with a $75 million
Secured Term Loan Credit Facility for the Company from CNA, the issuance to
Postabank Rt. of a letter of support in connection with a $170 million Credit
Facility for the Hungarian subsidiaries of the Company from Postabank, and the
provision of assurance to CNA of the repayment by the Company of any and all
amounts owed to CNA by October 15, 1996 in connection with the CNA Credit
Facility;
WHEREAS, CUCC or an affiliate thereof has negotiated the extension of a
$750,000 contingent commitment fee payable by the Company to CNA in connection
with the CNA Credit Facility and a $2,000,000 interest credit payable to a
subsidiary of the Company by Postabank in connection with the Postabank Credit
Facility;
WHEREAS, CUCC has insisted, as compensation for providing such
additional financial support to the Company and its subsidiaries and for
obtaining such financial benefits for the Company and its subsidiaries, that the
Company (i) extend the exercise periods of the Warrant and certain of the Stock
Options through September 12, 2000, (ii) grant to CUCC the option to purchase an
additional 875,850 shares of Common Stock at an exercise price of $12.75,
exercisable at any time through September 12, 2000, and (iii) pay to CUCC
$750,000;
WHEREAS, the Company believes that the receipt of such additional
financial support from CUCC and the receipt of the financial benefits arising
from CUCC's negotiations with CNA and Postabank was and would be in the best
interests of all stockholders of the Company and, therefore, in order to
compensate CUCC for obtaining such financial benefits for the Company and its
subsidiaries and for providing such additional financial support in connection
with the CNA Credit Facility, and to induce CUCC to proceed to provide such
additional financial
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support in connection with the Postabank Credit Facility, the Company is willing
(i) to extend the exercise periods of the Warrant and certain of the Stock
Options through September 12, 2000, (ii) concurrently with the execution of this
First Amendment, to enter into a Third Stock Option Agreement with CUCC granting
to CUCC the option to purchase 875,850 additional shares of Common Stock (the
"Third Stock Option Agreement"), and (iii) to pay CUCC $750,000; and
WHEREAS, the parties now desire to amend the Warrant through execution
of this First Amendment.
NOW, THEREFORE, in consideration of the premises hereof, the parties
hereby agree as follows:
1. The first sentence of the Warrant is hereby amended to
provide for an exercise period for the Warrant that expires at
"5:00 p.m. on September 12, 2000" and that grants the Purchaser
"the right to purchase from the Company at any time before 5:00
p.m. on September 12, 2000."
2. Clause (B) of Paragraph (3)(b)(iv) of the Warrant is
hereby amended to read in its entirety as follows:
"(B) shares of Common Stock issued upon any exercise of any option or
warrant to purchase shares of Common Stock granted to CUCC or any
affiliate thereof."
3. All other provisions of the Warrant shall remain in
full force and effect, except as expressly amended herein.
4. Any capitalized term used in this First Amendment that is not
otherwise defined herein shall have the same meaning given to it in the Warrant.
5. This First Amendment shall in all respects be governed by and
construed in accordance with the internal laws of the State of Delaware (except
that no effect shall be given to any conflicts of law principles of the State of
Delaware that would require the application of the laws of any other
jurisdiction). In accordance with Title 6, Section 2708 of the Delaware Code
Annotated, the parties agree to the jurisdiction of the courts of Delaware and
to be served with legal process from any of such courts.
6. This First Amendment may be executed in counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same document.
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IN WITNESS WHEREOF, CUCC and the Company have caused this First
Amendment to Warrant to be duly executed by their authorized representatives,
all as of the day and year first written above.
ATTEST: HUNGARIAN TELEPHONE AND CABLE CORP.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Controller Chief Executive Officer
CU CAPITALCORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Authorized Signatory