EXHIBIT 4.12.1
FIRST AMENDMENT
TO WARRANTHOLDERS RIGHTS AGREEMENT
FIRST AMENDMENT made and entered into as of October 18, 1999, by and among
AMERICAN PSYCH SYSTEMS HOLDINGS, INC., a Delaware corporation (together with its
successors, the "COMPANY"), the persons identified on the signature pages hereto
as the Investors (the "INVESTORS"), and BANC OF AMERICA COMMERCIAL FINANCE
CORPORATION, formerly known as NationsCredit Commercial Corporation ("BANC OF
AMERICA CF").
STATEMENT OF FACTS
A. The parties hereto are parties to the Warrantholders Rights Agreement,
dated December 23, 1998, to provide Banc of America CF with certain rights
described therein; capitalized terms used in this Amendment and not otherwise
defined herein have the meanings given such terms in the Warrantholders Rights
Agreement.
B. The Company has executed and delivered to Banc of America CF the
Warrant dated the date hereof (the "WARRANT"), pursuant to which Banc of America
CF was given the right to purchase 1,853,848 shares of Non-Voting Common Stock
(as such number may be adjusted in accordance with the terms of the Warrant) of
the Company at the Exercise Price (as defined in the Warrant), which Warrant was
issued, in part, in complete exchange for that certain warrant issued to Banc of
America CF dated December 23, 1998.
C. The Company, the Investors and Banc of America CF desire to amend the
Warrantholders Rights Agreement to modify certain terms of the Warrantholders
Rights Agreement as set forth in this Amendment, subject to the terms and
conditions of this Amendment.
STATEMENT OF TERMS
1. AMENDMENT TO WARRANTHOLDERS RIGHTS AGREEMENT. Subject to the terms and
conditions of this First Amendment, the Warrantholders Rights Agreement is
hereby modified by deleting the definition of "Warrants" in Article I in its
entirety and the following new definition of "Warrants" is substituted in lieu
thereof:
"Warrants" means the Warrant or Warrants originally issued to Banc
of America CF on October 18, 1999 in exchange for the warrants
originally issued to Banc of America CF on December 23, 1998, as
such Warrants may be transferred or otherwise assigned, but only to
the extent not theretofore exercised, redeemed or expired in
accordance with their respective terms.
2. NO OTHER AMENDMENTS. Except for the amendments expressly set
forth in Section 1 of this First Amendment, the Warrantholders Rights
Agreement shall remain unchanged and in full force and effect.
3. WAIVER OF PREEMPTIVE RIGHTS. By signing this First Amendment, the
Stockholders hereby waive any and all preemptive rights, anti-dilution rights
and similar rights they have or may in the future have with respect to the
issuance of the Warrants to Banc of America CF.
4. COUNTERPARTS. This First Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of
which when taken together shall constitute one and the same instrument.
5. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF GEORGIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.
6. BINDING EFFECT. This First Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Warrantholders Rights Agreement to be duly executed and delivered as of the day
and year specified at the beginning hereof.
WARRANTHOLDERS:
BANC OF AMERICA COMMERCIAL FINANCE
CORPORATION, FORMERLY KNOWN AS
NATIONSCREDIT COMMERCIAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Duly Authorized Signatory
COMPANY:
AMERICAN PSYCH SYSTEMS HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D.
President and Chief Executive Officer
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
-3-
NAZEM & COMPANY IV, L.P.
By: NAZEM & ASSOCIATES, L.P., its
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Title: General Partner
---------------------------
APPLEWOOD ASSOCIATES, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------
Title: General Patner
---------------------------
WOODLAND PARTNERS
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------
Title: General Patner
---------------------------
SENECA VENTURES
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------
Title: General Patner
---------------------------
WOODLAND VENTURE FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------
Title: General Patner
---------------------------
-4-