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Warrant to Purchase 31,250 Shares of Common Stock
Warrant to Purchase 31,250 Shares of Common Stock (30K)
Doc #185119: Click preview link for longer preview.
WARRANT TO PURCHASE 31,250 SHARES OF COMMON STOCK
April 28, 2003
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation ("Holder") is entitled to subscribe for and purchase Thirty One Thousand Two Hundred Fifty (31,250) shares of the fully paid and nonassessable Common Stock (the "Shares" or the "Stock") of Immunicon Corporation, a Delaware corporation (the "Company"), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth.
. . .
185119
| | Immunicon Corp
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Warrant to Purchase Class A Common Stock
Warrant to Purchase Class A Common Stock (77K)
Doc #251178: Click preview link for longer preview.
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
US AIRWAYS GROUP, INC.
WARRANT TO PURCHASE CLASS A COMMON STOCK
NO. 1 March 31, 2003
VOID AFTER APRIL 1, 2010
THIS CERTIFIES THAT, for value received, General Electric Capital
Corporation, with its principal office at c/o GE Capital Aviation Services,
Inc., 201 High Ridge Road, Stamford, CT 06927, and/or its permitted transferees
and assigns (individually or collectively, the "Holder"), is entitled to
purchase at the Exercise Price (defined below) from US Airways Group, Inc., a
Delaware corporation, with its principal office at 2345 Crystal Drive,
Arlington, Virginia 22227 (the "Company"), 3,817,500 fully paid and
nonassessable shares of Class A Common Stock, as provided herein, subject to
adjustment pursuant to the terms hereof, including but not limited to,
adjustment pursuant to Section 5 hereof, and is entitled to exercise the other
appurtenant rights, powers and privileges hereinafter described.
1. DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:
"Additional Shares of Common Stock" has the meaning set forth in
Section 5.4(c) hereof.
"Affiliate" shall mean, as to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise and the terms
"affiliated," "controlling" and "controlled" have meanings correlative to the
foregoing.
"Applicable Price" shall mean:
(i) for purposes of any issuance of Additional Shares of Common Stock
under Section 5.4, the greater of (A) the Fair Market Value of a share of the
class of Common Stock being issued (or, if being issued in an underwritten
offering, the Market Price on the day that such offering is being priced), and
(B) the then effective Exercise Price; and
(ii) for purposes of any issuance under Section 5.1(b), the greater of
(A) the Market Price on the date of such issuance, and (B) the then effective
Exercise Price.
"Bankruptcy Court" shall mean the United States Bankruptcy Court for
the Eastern District of Virginia, Alexandria Division.
"Board" shall mean the Board of Directors of the Company.
"Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.
"Class A Common Stock" shall mean the Class A common stock, par value
$1.00, of the Company.
"Class A Preferred Stock" shall mean the Class A preferred stock,
nominal value $0.0001 per share, of the Company.
"Class B Preferred Stock" shall mean the Class B preferred stock,
nominal value $1,000, of the Company.
"Common Stock" shall mean the Class A Common Stock and Class B common
stock, par value $1.00 per share (the "Class B Common Stock"), and all other
stock of any class or classes (however designated) of the Company from time to
time outstanding, the holders of which have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends or
liquidating distributions after the payment of dividends and distributions on
any shares entitled to preference.
"Company" has the meaning set forth in the preamble hereto.
"Conversion Right" has the meaning set forth in Section 2.2 hereof.
"Convertible Securities" has the meaning set forth in Section 5.4(b)
hereof.
"Effective Price" has the meaning set forth in Section 5.4(c) hereof.
"Exchange Act" has the meaning set forth in Section 3.1(c) hereof.
"Excluded Issuance" shall mean:
(a) (i) shares of Class A Common Stock issued upon exercise of
this Warrant, (ii) shares of Common Stock, Class A Preferred Stock, Class B
Preferred Stock, Class C Preferred Stock, nominal value $1.00 per share, of
the Company, and Class A-1 warrants issued pursuant to the Plan of
Reorganization as set forth on Schedule A hereto and (iii) shares of Class A
Common Stock issued upon the exercise of such Class A-1 warrants or upon the
conversion of such Class B Common Stock; and
(b) shares of Common Stock and/or options, warrants, stock
appreciation rights, phantom stock rights or any other profit participation
rights or other Common Stock purchase rights issued with respect to any of the
Company's capital stock or other equity ownership interest, or any rights or
options to acquire any such rights and the Common Stock issued pursuant to
such options, warrants or other rights ("Stock Rights") after the date hereof
to employees, officers or directors of, or consultants or advisors to the
Company or any subsidiary pursuant to stock purchase or stock option plans or
other arrangements that are approved by the Board (the "Plans"); provided that
such Stock Rights shall not be Excluded Issuances in any case where the
grantee acquires the shares, or the right to acquire shares pursuant to such
options, warrants or other rights to purchase Common Stock, at a price per
share less than the Market Price on the date of grant.
"Exercise Period" shall mean the time period commencing with the date
hereof and ending at 5:00 p.m. New York time on the seventh anniversary of the
date hereof.
"Exercise Price" shall mean seven dollars and forty-two cents ($7.42)
per share of Class A Common Stock, subject to adjustment pursuant to Section 5
below.
"Exercise Shares" shall mean the shares of the Class A Common Stock
issuable upon exercise of this Warrant, subject to adjustment pursuant to the
terms herein, including, but not limited to, adjustment pursuant to Section 5
below, and shall also mean any other shares, securities, assets or property
otherwise issuable upon exercise of this Warrant.
251178
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US Airways
As referenced in this Warrant to Purchase Class A Common Stock:
US AIRWAYS GROUP, – THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
US AIRWAYS GROUP, INC.
WARRANT TO PURCHASE CLASS A COMMON STOCK
NO. 1 March 31, 2003
VOID AFTER APRIL 1, 2010
THIS CERTIFIES THAT, for
_____________
US Airways Group, – and/or its permitted transferees
and assigns (individually or collectively, the "Holder"), is entitled to
purchase at the Exercise Price (defined below) from US Airways Group, Inc., a
Delaware corporation, with its principal office at 2345 Crystal Drive,
Arlington, Virginia 22227 (the "Company"), 3,817,500 fully paid
_____________
US AIRWAYS GROUP, – WITNESS WHEREOF, the parties hereto have caused this Warrant to be
executed by their respective duly authorized officers as of March 31, 2003.
US AIRWAYS GROUP, INC.
By: /s/ Neal S. Cohen
-------------------------------------
Name: Neal S. Cohen
Title: Executive Vice President - Finance
and Chief Financial Officer
Address: 2345 Crystal
_____________
US AIRWAYS GROUP, – President
Address: c/o GE Capital Aviation Services, Inc.
201 High Ridge Road
Stamford, CT 06927
{PAGE}
Annex A
-------
NOTICE OF EXERCISE
TO: US AIRWAYS GROUP, INC.
(1) [ ] The undersigned hereby elects to purchase ________ shares
of the Class A Common Stock of US Airways Group, Inc. (the
"
_____________
US Airways Group, – OF EXERCISE
TO: US AIRWAYS GROUP, INC.
(1) [ ] The undersigned hereby elects to purchase ________ shares
of the Class A Common Stock of US Airways Group, Inc. (the
"Company") pursuant to the terms of the attached Warrant, and
(i) tenders herewith or is delivering by wire transfer to
_____________
dt 92260
;
|
US Airways
As referenced in this Warrant to Purchase Class A Common Stock:
US AIRWAYS GROUP, – THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
US AIRWAYS GROUP, INC.
WARRANT TO PURCHASE CLASS A COMMON STOCK
NO. 1 March 31, 2003
VOID AFTER APRIL 1, 2010
THIS CERTIFIES THAT, for
_____________
US Airways Group, – and/or its permitted transferees
and assigns (individually or collectively, the "Holder"), is entitled to
purchase at the Exercise Price (defined below) from US Airways Group, Inc., a
Delaware corporation, with its principal office at 2345 Crystal Drive,
Arlington, Virginia 22227 (the "Company"), 3,817,500 fully paid
_____________
US AIRWAYS GROUP, – WITNESS WHEREOF, the parties hereto have caused this Warrant to be
executed by their respective duly authorized officers as of March 31, 2003.
US AIRWAYS GROUP, INC.
By: /s/ Neal S. Cohen
-------------------------------------
Name: Neal S. Cohen
Title: Executive Vice President - Finance
and Chief Financial Officer
Address: 2345 Crystal
_____________
US AIRWAYS GROUP, – President
Address: c/o GE Capital Aviation Services, Inc.
201 High Ridge Road
Stamford, CT 06927
{PAGE}
Annex A
-------
NOTICE OF EXERCISE
TO: US AIRWAYS GROUP, INC.
(1) [ ] The undersigned hereby elects to purchase ________ shares
of the Class A Common Stock of US Airways Group, Inc. (the
"
_____________
US Airways Group, – OF EXERCISE
TO: US AIRWAYS GROUP, INC.
(1) [ ] The undersigned hereby elects to purchase ________ shares
of the Class A Common Stock of US Airways Group, Inc. (the
"Company") pursuant to the terms of the attached Warrant, and
(i) tenders herewith or is delivering by wire transfer to
_____________
dt 92260
;
GE Capital Aviation Services, Inc.
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Subsidiary Securities Control Agreement
Subsidiary Securities Control Agreement (6K)
Doc #166337: Click preview link for longer preview.
SUBSIDIARY SECURITIES CONTROL AGREEMENT
(GOLFSMITH INTERNATIONAL, INC.)
General Electric Capital Corporation,
as Agent
335 Madison Ave
New York, New York 10017
ATTN: Golfsmith Account Officer
U.S. Bank Trust National Association,
as Collateral Agent
100 Wall Street, 16th Floor
New York, New York 10005
Attn: Corporate Trust Services
1. The undersigned issuer (the "ISSUER") hereby acknowledges notice of, and
consents to the terms and provisions of:
(i) that certain Pledge Agreement, dated as of October 15, 2002 (the
"SENIOR PLEDGE AGREEMENT"), between the entity indicated as the "PLEDGOR"
on the signature pages hereto and General Electric Capital Corporation
(together with its successors and assigns as Agent under the Credit
Agreement referred to therein and any other person acting in a like
capacity under any other "Credit Agreement" as such term is defined in the
Indenture referred to below, the "SENIOR PLEDGEE"); and
(ii) that certain Security Agreement, dated as of October 15, 2002 (the
"JUNIOR PLEDGE AGREEMENT"), made by such Pledgor and the other Grantors
named therein (and as such term is defined therein) in favor of U.S. Bank
Trust National Association, as Collateral Agent (together with its
successors and assigns in such capacity, the "JUNIOR PLEDGEE") under (and
as defined in) that certain Indenture, dated as of October 15, 2002 (the
"INDENTURE"), between Golfsmith International, Inc., certain guarantors
and U.S. Bank Trust National Association, as Trustee; and
(iii) that certain Intercreditor Agreement, dated as of October 15, 2002
(the "INTERCREDITOR AGREEMENT"), among the Senior Pledgee, the Junior
Pledgee, the Trustee, the Pledgor and such other Grantors.
2. The Issuer hereby confirms to the Senior Pledgee and the Junior Pledgee that
the Pledgor is the record and beneficial owner of 100% of the equity interests
in the Issuer shown as belonging to the Pledgor in the Senior Pledge Agreement,
the Junior Pledge Agreement and the respective Schedules thereto (the
"SECURITIES"). Such Securities are "uncertificated securities" within the
meaning of Article 8 of the Uniform Commercial Code as in effect in the State of
Delaware (the "UCC").
3. The Issuer further confirms that it has recorded the security interest in
favor of the Senior Pledgee created by the Senior Pledge Agreement on the books
and records of the Issuer. The
166337
| | Golfsmith International, Inc.;
Golfsmith International Holdings Inc
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| 2003 |
Subsidiary Securities Control Agreement
Subsidiary Securities Control Agreement (7K)
Doc #166338: Click preview link for longer preview.
SUBSIDIARY SECURITIES CONTROL AGREEMENT
(GOLFSMITH DELAWARE, L.L.C.)
General Electric Capital Corporation,
as Agent
335 Madison Ave
New York, New York 10017
ATTN: Golfsmith Account Officer
U.S. Bank Trust National Association,
as Collateral Agent
100 Wall Street, 16th Floor
New York, New York 10005
Attn: Corporate Trust Services
1. The undersigned issuer (the "ISSUER") hereby acknowledges notice of, and
consents to the terms and provisions of:
(i) that certain Pledge Agreement, dated as of October 15, 2002 (the
"SENIOR PLEDGE AGREEMENT"), between the entity indicated as the "PLEDGOR"
on the signature pages hereto and General Electric Capital Corporation
(together with its successors and assigns as Agent under the Credit
Agreement referred to therein and any other person acting in a like
capacity under any other "Credit Agreement" as such term is defined in the
Indenture referred to below, the "SENIOR PLEDGEE"); and
(ii) that certain Security Agreement, dated as of October 15, 2002 (the
"JUNIOR PLEDGE AGREEMENT"), made by such Pledgor and the other Grantors
named therein (and as such term is defined therein) in favor of U.S. Bank
Trust National Association, as Collateral Agent (together with its
successors and assigns in such capacity, the "JUNIOR PLEDGEE") under (and
as defined in) that certain Indenture, dated as of October 15, 2002 (the
"INDENTURE"), between Golfsmith International, Inc., certain guarantors
and U.S. Bank Trust National Association, as Trustee; and
(iii) that certain Intercreditor Agreement, dated as of October 15, 2002
(the "INTERCREDITOR AGREEMENT"), among the Senior Pledgee, the Junior
Pledgee, the Trustee, the Pledgor and such other Grantors.
2. The Issuer hereby confirms to the Senior Pledgee and the Junior Pledgee that
the Pledgor is the record and beneficial owner of 100% of the equity interests
in the Issuer shown as belonging to the Pledgor in the Senior Pledge Agreement,
the Junior Pledge Agreement and the respective Schedules thereto (the
"SECURITIES"). Such Securities are "uncertificated securities" within the
meaning of Article 8 of the Uniform Commercial Code as in effect in the State of
Delaware (the "UCC").
3. The Issuer further confirms that it has recorded the security interest in
favor of the Senior Pledgee created by the Senior Pledge Agreement on the books
and records of the Issuer. The
166338
| | Golfsmith Delaware, L.L.C.;
Golfsmith International Holdings Inc
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Subsidiary Securities Control Agreement
Subsidiary Securities Control Agreement (9K)
Doc #166339: Click preview link for longer preview.
SUBSIDIARY SECURITIES CONTROL AGREEMENT
(GOLFSMITH HOLDINGS, L.P.)
General Electric Capital Corporation,
as Agent
335 Madison Ave
New York, New York 10017
ATTN: Golfsmith Account Officer
U.S. Bank Trust National Association,
as Collateral Agent
100 Wall Street, 16th Floor
New York, New York 10005
Attn: Corporate Trust Services
1. Each undersigned issuer (the "ISSUERS") hereby acknowledges notice of, and
consents to the terms and provisions of:
(i) that certain Pledge Agreement, dated as of October 15, 2002 (the
"SENIOR PLEDGE AGREEMENT"), between the entity indicated as the "PLEDGOR"
on the signature pages hereto and General Electric Capital Corporation
(together with its successors and assigns as Agent under the Credit
Agreement referred to therein and any other person acting in a like
capacity under any other "Credit Agreement" as such term is defined in the
Indenture referred to below, the "SENIOR PLEDGEE"); and
(ii) that certain Security Agreement, dated as of October 15, 2002 (the
"JUNIOR PLEDGE AGREEMENT"), made by such Pledgor and the other Grantors
named therein (and as such term is defined therein) in favor of U.S. Bank
Trust National Association, as Collateral Agent (together with its
successors and assigns in such capacity, the "JUNIOR PLEDGEE") under (and
as defined in) that certain Indenture, dated as of October 15, 2002 (the
"INDENTURE"), between Golfsmith International, Inc., certain guarantors
and U.S. Bank Trust National Association, as Trustee; and
(iii) that certain Intercreditor Agreement, dated as of October 15, 2002
(the "INTERCREDITOR AGREEMENT"), among the Senior Pledgee, the Junior
Pledgee, the Trustee, the Pledgor and such other Grantors.
2. Each Issuer hereby confirms to the Senior Pledgee and the Junior Pledgee that
the Pledgor is the record and beneficial owner of 100% of the equity interests
in such Issuer shown as belonging to the Pledgor in the Senior Pledge Agreement,
the Junior Pledge Agreement and the respective Schedules thereto (the
"SECURITIES"). Such Securities are "uncertificated securities" within the
meaning of Article 8 of the Uniform Commercial Code as in effect in the State of
Delaware (the "UCC").
3. Each Issuer further confirms that it has recorded the security interest in
favor of the Senior Pledgee created by the Senior Pledge Agreement on the books
and records of such Issuer. Each
166339
| | Golfsmith Holdings, L.P.;
Golfsmith International Holdings Inc
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| 2003 |
Selling Agent Agreement
Selling Agent Agreement (130K)
Doc #148335: Click preview link for longer preview.
GENERAL ELECTRIC CAPITAL CORPORATION
GE Capital* InterNotes
Due From 9 Months to 60 Years from Date of Issue
SELLING AGENT AGREEMENT
as of November 22, 2002
To the Agents listed on the signature page hereto:
General Electric Capital Corporation, a Delaware corporation (the Company), and Banc of America Securities LLC, Incapital LLC, A.G. Edwards & Sons, Inc., Charles Schwab & Co., Inc., Edward D. Jones & Co., L.P., Merrill Lynch, Pierce Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Prudential Securities Incorporated, Salomon Smith Barney Inc., UBS PaineWebber Inc. and Wachovia Securities, Inc. (collectively, the Agents) hereby enter into this Selling Agent Agreement (the Selling Agreement), with respect to the issue and sale by the Company of its GE Capital * InterNotes (the Notes).
The Notes are to be issued pursuant to Third Amended and Restated Indenture dated as of February 27, 1997, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank, as successor trustee (the Trustee), as supplemented by the First Supplemental Indenture dated as of May 3, 1999, the Second Supplemental Indenture dated as of July 2, 2001 and a Third Supplemental Indenture dated as of November 22, 2002 (as supplemented, the Indenture). The Company has initially appointed the Trustee, at its corporate trust office in The City of New York, as the registrar (the Registrar) for the Notes. The Company has authorized the issuance of Notes to and through the Agents pursuant to the terms of this Agreement. The Notes will be issued in registered form. Each Note will be represented by either a single global security in registered form without coupons delivered to the Trustee as agent for The Depository Trust Company (DTC) and recorded in the book-entry system maintained by DTC or by a certificate delivered to the holder thereof or a person designated by such holder.
Subject to the terms and conditions stated herein and further subject to the understanding that nothing in this Agreement shall impair the Companys right to
*
GE Capital is a registered trademark of General Electric Company
InterNotes is a registered servicemark of Incapital Holdings LLC
1
sell securities with terms similar or identical to any Note independently of the continuous offering of Notes contemplated by this Agreement, the Company hereby (i) appoints the Agents as agents of the Company for the purpose of soliciting purchases of the Notes and each Agent agrees to use its reasonable best efforts to solicit offers to purchase Notes upon terms acceptable to the Company at such time and in such amounts as the Company shall from time to time specify and in accordance with the terms hereof, and after consultation with Incapital LLC (the Purchasing Agent), (ii) agrees that whenever the Company determines from time to time to sell Notes pursuant to this Agreement, it will enter into a Terms Agreement (as defined below) relating to such sale in accordance with the provisions of Section 2(a) hereof between the Company and the Purchasing Agent, with the Purchasing Agent purchasing such Notes as principal for resale to other Agents or dealers (the Selected Dealers), each of whom will purchase as principal, and (iii) reserves the right from time to time to appoint one or more additional firms registered as broker/dealers under the Securities Exchange Act of 1934, as amended (the 1934 Act), to solicit purchases of Notes through the Purchasing Agent; provided however, that such sales will be made on terms substantially the same as those contained in this Agreement and any such additional firm will receive the applicable concession thereon determined in accordance with Exhibit A hereto. Any such additional firm designated by the Company pursuant to clause (iii) above shall be considered an Agent hereunder for all purposes with respect to each transaction with respect to which such appointment is made.
The Company has filed with the Securities and Exchange Commission (the Commission) registration statements on Form S-3 relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the 1933 Act). Each such registration statement filed prior to the date of this Agreement has been, and any registration statement relating to the Notes filed subsequent to such date will be, prior to its use by the Company with respect to the Notes, declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, (the 1939 Act). The then-current registration statement relating to the Notes provided to the Agents by the Company for use in connection with the offering of the Notes and the then-current prospectus, prospectus supplement and pricing supplement relating to each offering of Notes filed pursuant to Rule 424 under the 1933 Act and provided to the Agents by the Company for use in connection with the offering of such Notes, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents (other than as amended by prospectus supplements or post-effective amendments relating solely to securities other than the Notes) pursuant to the 1934 Act, the 1933 Act or otherwise, are referred to herein as the Registration Statement and the Prospectus, respectively.
SECTION 1. Representations and Warranties. (a) The Company represents and warrants to each Agent as of the date of this Agreement (the
2
Commencement Date), as of the date of each acceptance by the Company of an offer for the purchase of (the Acceptance Date), as of the date of each sale of Notes (the date of each such sale to an Agent being referred to herein as a Settlement Date), and as of the times referred to in Sections 6(a) and 6(b) hereof (each of the times referenced above being referred to herein as a Representation Date), as follows:
(i) each document filed by the Company pursuant to the 1934 Act which is incorporated by reference in the Prospectus complied when so filed in all material respects with the 1934 Act and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus will comply when so filed in all material respects with the 1934 Act rules and regulations;
(ii) the Registration Statement and the Prospectus comply, and the Registration Statement and the Prospectus (and any amendments and supplements thereto, other than amendments or supplements relating solely to securities other than the Notes) will on the applicable Representation Date comply, in all material respects, with the 1933 Act and the applicable rules and regulations of the Commission thereunder;
(iii) each part of the Registration Statement at the time such part became effective and at the Commencement Date did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus on the Commencement Date (unless the term Prospectus refers to a prospectus which has been provided to the Agents by the Company for use in connection with the offering of the Notes which differs from the Prospectus on file at the Commission on the Commencement Date, in which case at the time it is first provided to the Agents for such use) did not, and on the applicable Representation Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(iv) there has been no material adverse change in the business affairs, condition (financial or other), properties, assets or prospects of the Company and its consolidated affiliates, taken as a whole, from that set forth in the Registration Statement and the Prospectus (excluding any amendments or supplements to the Prospectus since the relevant Acceptance Date, if any);
(v) the aggregate principal amount of the Companys Notes, outstanding at any one time will not exceed any limitation thereon which may then be in effect by action of the Board of Directors of the Company; and
148335
|
 BofA Securities
As referenced in this Selling Agent Agreement:
Banc of America Securities – of November 22, 2002
To the Agents listed on the signature page hereto:
General Electric Capital Corporation, a Delaware corporation (the Company), and Banc of America Securities LLC, Incapital LLC, A.G. Edwards & Sons, Inc., Charles Schwab & Co., Inc., Edward D. Jones & Co., L.P., Merrill Lynch, Pierce Fenner & Smith
_____________
Banc of America Securities – Name: Kathryn A. Cassidy
Title: Senior Vice President Corporate Treasury & Global Funding Operation
CONFIRMED AND ACCEPTED,
as of the date first above written
Banc of America Securities LLC
By
/S/ LILY CHANG
Name: Lily Chang
Title: Principal
Incapital LLC
By
/S/ LAURA S. ELLIOTT
Name: Laura S. Elliott
Title: Managing
_____________
Banc of America Securities – Title: Senior Vice President
Wachovia Securities, Inc.
By
/S/ KEITH MAUNEY
Name: Keith Mauney
Title: Managing Director
22
ANNEX A
AGENT CONTACT INFORMATION
Banc of America Securities LLC
Bank of America Corporate Center
NC 1007-06-07
100 North Tryon Street
Charlotte, North Carolina 28255-0065
Attention: David J. Walker
_____________
Banc of America Securities – issue are offered on a continuing basis by General Electric Capital Corporation. The Notes will be offered by Incapital LLC (the Purchasing Agent), Banc of America Securities LLC, A.G. Edwards & Sons, Inc., Charles Schwab & Co., Inc., Edward D. Jones & Co., L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
_____________
Banc of America Securities – which made or presented the offer to purchase the applicable Note and the Trustee at the following applicable address:
B-9
if to Banc of America Securities LLC, to:
100 North Tryon Street
Charlotte, North Carolina 28255-0065
Attention: David J. Walker
Telephone: (704) 388-6820
Telecopier: (704) 388-9939
_____________
dt 93632
;
Chase Manhattan
As referenced in this Selling Agent Agreement:
Chase Manhattan Bank, – to Third Amended and Restated Indenture dated as of February 27, 1997, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank, as successor trustee (the Trustee), as supplemented by the First Supplemental Indenture dated as of May 3, 1999, the Second Supplemental Indenture
_____________
dt 101790
;
|
JPMorgan Chase
As referenced in this Selling Agent Agreement:
JPMorgan Chase – Third Amended and Restated Indenture dated as of February 27, 1997, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank, as successor trustee (the Trustee), as supplemented
JPMorgan Chase – are senior debt and have been registered with the Securities and Exchange Commission (the SEC). JPMorgan Chase Bank is the trustee (the Trustee) for debt under a Third Amended and Restated Indenture
JPMorgan Chase – Trustee (as supplemented, the Indenture) covering the Notes. Pursuant to the terms of the Indenture, JPMorgan Chase Bank also will serve as authenticating agent, issuing agent and paying agent.
Each tranche of
JPMorgan Chase – 704) 383-9165
Telecopier: (704) 383-7727
B-11
and if to the Trustee, to:
JPMorgan Chase Bank
4 New York Plaza
New York, New York 10004
Attention: Institutional Trust Services
Telephone: (
JPMorgan Chase – B-16
J.
The Trustee will credit to an account of the Company maintained at JPMorgan Chase Bank funds available for immediate use in an amount equal to the amount credited to
dt 45821
;
Salomon
As referenced in this Selling Agent Agreement:
Salomon Smith Barney – Charles Schwab & Co., Inc., Edward D. Jones & Co., L.P., Merrill Lynch, Pierce Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Prudential Securities Incorporated, Salomon Smith Barney Inc., UBS PaineWebber Inc. and Wachovia Securities, Inc. (collectively, the Agents) hereby enter into this Selling Agent Agreement (the Selling Agreement), with respect
_____________
Salomon Smith Barney – J. Hendershot III
Title: Executive Director
Prudential Securities Incorporated
By
/S/ FREDERICK J. TATE, JR.
Name: Frederick J. Tate Jr.
Title: Managing Director
Salomon Smith Barney Inc.
By
/S/ SALOMON SMITH BARNEY INC.
Name:
Title:
UBS PaineWebber Inc.
By
/S/ JAMES LEBLANC
Name: James LeBlanc
Title: Senior Vice President
_____________
SALOMON SMITH BARNEY – Prudential Securities Incorporated
By
/S/ FREDERICK J. TATE, JR.
Name: Frederick J. Tate Jr.
Title: Managing Director
Salomon Smith Barney Inc.
By
/S/ SALOMON SMITH BARNEY INC.
Name:
Title:
UBS PaineWebber Inc.
By
/S/ JAMES LEBLANC
Name: James LeBlanc
Title: Senior Vice President
Wachovia Securities, Inc.
By
/S/ KEITH
_____________
Salomon Smith Barney – Securities Incorporated
One New York Plaza
New York, New York 10292
Attention: Frederick J. Tate/Frank P. Sinatra
Fax: (212) 778-4456/4556
Salomon Smith Barney Inc.
Medium-Term Note Department
388 Greenwich Street
New York, New York 10013
Fax: (212) 816-0949
UBS PaineWebber Inc.
Taxable Fixed Income
_____________
Salomon Smith Barney, – Charles Schwab & Co., Inc., Edward D. Jones & Co., L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Prudential Securities Incorporated, Salomon Smith Barney, Inc., UBS PaineWebber Inc. and Wachovia Securities, Inc. (collectively, the Agents) pursuant to a Selling Agent Agreement among the Company and the
_____________
dt 87403
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Full Doc
| 2000 |
Stock Purchase Warrant
Stock Purchase Warrant (54K)
Doc #356933: Click preview link for longer preview.
STOCK PURCHASE WARRANT
THIS WARRANT WAS ORIGINALLY ISSUED ON DECEMBER 4, 2000 AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR
THE PROVISIONS OF THIS WARRANT. THIS WARRANT IS ALSO SUBJECT TO A SECURITIES
PURCHASE AGREEMENT (GECC) DATED AS OF DECEMBER 4, 2000 AMONG HI-RISE RECYCLING
SYSTEMS, INC., AND GENERAL ELECTRIC CAPITAL CORPORATION. A COPY OF THE
SECURITIES PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY HI-RISE
RECYCLING . . .
356933
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Hi-Rise
As referenced in this Stock Purchase Warrant:
HI-RISE RECYCLING
SYSTEMS, INC. – ACT, THE RULES AND REGULATIONS THEREUNDER OR
THE PROVISIONS OF THIS WARRANT. THIS WARRANT IS ALSO SUBJECT TO A SECURITIES
PURCHASE AGREEMENT (GECC) DATED AS OF DECEMBER 4, 2000 AMONG HI-RISE RECYCLING
SYSTEMS, INC. , AND GENERAL ELECTRIC CAPITAL CORPORATION. A COPY OF THE
SECURITIES PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY HI-RISE
RECYCLING SYSTEMS, INC. TO THE HOLDER HEREOF UPON REQUEST.
_____________
HI-RISE
RECYCLING SYSTEMS, INC. – DATED AS OF DECEMBER 4, 2000 AMONG HI-RISE RECYCLING
SYSTEMS, INC., AND GENERAL ELECTRIC CAPITAL CORPORATION. A COPY OF THE
SECURITIES PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY HI-RISE
RECYCLING SYSTEMS, INC. TO THE HOLDER HEREOF UPON REQUEST.
Date of Issuance: December 4, 2000 Certificate No. 2000A-1
FOR VALUE RECEIVED, HI-RISE RECYCLING SYSTEMS, INC., a Florida
corporation (the "Company"),
_____________
HI-RISE RECYCLING SYSTEMS, INC. – WILL BE FURNISHED WITHOUT CHARGE BY HI-RISE
RECYCLING SYSTEMS, INC. TO THE HOLDER HEREOF UPON REQUEST.
Date of Issuance: December 4, 2000 Certificate No. 2000A-1
FOR VALUE RECEIVED, HI-RISE RECYCLING SYSTEMS, INC. , a Florida
corporation (the "Company"), hereby grants to General Electric Capital
Corporation, a Delaware corporation ("Holder"), or its permitted transferees and
assigns the right to purchase from the Company
_____________
HI-RISE RECYCLING SYSTEMS, INC. – WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal and to be
dated as of the date hereof.
HI-RISE RECYCLING SYSTEMS, INC.
By: /s/ Kevin J. Bartczak
--------------------------------
Name: Kevin J. Bartczak
Title: VP, CFO
Attest: /s/ Michael F. Bracken
----------------------------------
Name: Michael F. Bracken
Title: Executive Vice President
17
{/TEXT}
{/DOCUMENT}
_____________
dt 1450379
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Hi-Rise
As referenced in this Stock Purchase Warrant:
HI-RISE RECYCLING
SYSTEMS, INC. – ACT, THE RULES AND REGULATIONS THEREUNDER OR
THE PROVISIONS OF THIS WARRANT. THIS WARRANT IS ALSO SUBJECT TO A SECURITIES
PURCHASE AGREEMENT (GECC) DATED AS OF DECEMBER 4, 2000 AMONG HI-RISE RECYCLING
SYSTEMS, INC. , AND GENERAL ELECTRIC CAPITAL CORPORATION. A COPY OF THE
SECURITIES PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY HI-RISE
RECYCLING SYSTEMS, INC. TO THE HOLDER HEREOF UPON REQUEST.
_____________
HI-RISE
RECYCLING SYSTEMS, INC. – DATED AS OF DECEMBER 4, 2000 AMONG HI-RISE RECYCLING
SYSTEMS, INC., AND GENERAL ELECTRIC CAPITAL CORPORATION. A COPY OF THE
SECURITIES PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY HI-RISE
RECYCLING SYSTEMS, INC. TO THE HOLDER HEREOF UPON REQUEST.
Date of Issuance: December 4, 2000 Certificate No. 2000A-1
FOR VALUE RECEIVED, HI-RISE RECYCLING SYSTEMS, INC., a Florida
corporation (the "Company"),
_____________
HI-RISE RECYCLING SYSTEMS, INC. – WILL BE FURNISHED WITHOUT CHARGE BY HI-RISE
RECYCLING SYSTEMS, INC. TO THE HOLDER HEREOF UPON REQUEST.
Date of Issuance: December 4, 2000 Certificate No. 2000A-1
FOR VALUE RECEIVED, HI-RISE RECYCLING SYSTEMS, INC. , a Florida
corporation (the "Company"), hereby grants to General Electric Capital
Corporation, a Delaware corporation ("Holder"), or its permitted transferees and
assigns the right to purchase from the Company
_____________
HI-RISE RECYCLING SYSTEMS, INC. – WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal and to be
dated as of the date hereof.
HI-RISE RECYCLING SYSTEMS, INC.
By: /s/ Kevin J. Bartczak
--------------------------------
Name: Kevin J. Bartczak
Title: VP, CFO
Attest: /s/ Michael F. Bracken
----------------------------------
Name: Michael F. Bracken
Title: Executive Vice President
17
{/TEXT}
{/DOCUMENT}
_____________
dt 1299905
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BofA
As referenced in this Stock Purchase Warrant:
Bank of America, Na – event the Company shall give the Holder prompt Notice
of any event commencing a Redemption Period.
Section 9. Definitions. The following terms have the meanings set
forth below:
"BOA" means Bank of America, Na tional Association.
"Change of Control" shall have the meaning ascribed to such term in
the Credit Agreement.
"Closing Date" shall have the meaning ascribed to such term in the
Securities
_____________
dt 750021
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Full Doc
| 2002 |
Warrant Agreement
Warrant Agreement (85K)
Doc #128922: Click preview link for longer preview.
WARRANT AGREEMENT
THIS WARRANT AGREEMENT is made as of March 15, 2002, by and among
Nortel Networks Inc., a Delaware corporation ("Nortel Networks" or the
"Investor") and SAVVIS Communications Corporation, a Delaware corporation (the
"Company").
RECITALS
A. Prior to the date hereof, Nortel Networks, the Company and SAVVIS
Communications Corporation, a Missouri corporation, were parties to that certain
Amended and Restated Credit Agreement, dated as of September 5, 2000, as amended
(the "Credit Agreement").
B. Pursuant to an Assignment, Acceptance and Amendment dated as of the
date hereof (the "Assignment"), by and among Nortel Networks, individually and
as administrative agent, Welsh, Carson, Anderson & Stowe VI, L.P. ("WCAS VI"),
Welsh, Carson, Anderson & Stowe VII, L.P. ("WCAS VII"), Welsh, Carson, Anderson
& Stowe VIII, L.P. ("WCAS VIII"), WCAS Management Corporation, for itself and as
nominee of certain other individuals and entities ("WCAS"), the Company and
Savvis Communications Corporation, a Missouri corporation, Nortel Networks has
assigned its interests in the then-currently outstanding principal amount of the
loans under the Credit Agreement to WCAS VI, WCAS VII, WCAS VIII and WCAS.
C. In connection with a proposed transaction by and among the Company,
the WCAS entities and certain other parties, whereby the Company's balance sheet
will be restructured through, among other things, the issuance of equity
securities of the Company whereby the Company will receive at least $50 million
in cash proceeds (the "Restructuring"), Nortel Networks has agreed to the
Assignment in exchange for the cash consideration set forth therein and the
Company's agreement to grant to Nortel Networks the warrant described in this
Agreement and certain registration rights with respect to the Warrant Stock (as
defined below) in exchange for the cash consideration set forth herein.
In consideration of the terms and conditions contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:
AGREEMENT
ARTICLE I. GENERAL DEFINITIONS
SECTION 1.1 DEFINED TERMS. Capitalized terms, when used herein, shall
have the following meanings:
128922
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GE Capital
As referenced in this Warrant Agreement:
General Electric Capital Corp – principles applied in a current
period are comparable in all material respects to those accounting principles
applied in a preceding period.
"GECC" means General Electric Capital Corp oration, a Delaware
corporation, and its permitted successors and assigns.
"GECC Warrant Agreement" means that certain Warrant Agreement between
the Company and GECC
_____________
dt 101001
;
 Hogan & Hartson
As referenced in this Warrant Agreement:
Hogan & Hartson – Lysinger
Lane Blumenfeld, Esq.
Telecopy: (703) 234-8315
(703) 234-8374
With a copy to:
Hogan & Hartson L.L.P.
885 Third Avenue, 26th Floor
New York, New York 10022
Attn: Christine
dt 37302
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Jenkens
As referenced in this Warrant Agreement:
Jenkens & Gilchrist, – the Warrants on the Effective Date. The
Closing shall take place at the offices of Jenkens & Gilchrist, P.C., 1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202 or at such other
Jenkens & Gilchrist, – Finance, North America
Charles M. Helm, Esq.
Telecopy: (972) 684-3679
With a copy to:
Jenkens & Gilchrist, P.C.
1445 Ross Ave., Suite 3200
Dallas, Texas 75202
Attn: Michael J. Pendleton
dt 37508
;
SAVVIS Communications Corp.
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