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General Electric Capital Corp.

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$34	Preview Subscribers	2003	Bylaws Bylaws (18K) Doc #254623: Click preview link for longer preview. BY-LAWS OF General Electric Capital Corporation ARTICLE 1 Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, eitherwithin or without the State of Delaware, as may be designated by the Chairman of the Board, the Chief Executive Officer or the President of the corporation from time to time. Any other proper business may be . . . 254623	GE Capital General Electric Capital Corp. ( Financial )
$52	Preview Subscribers	2002	Joint Venture and Shareholders Agreement [Amended and Restated] Joint Venture and Shareholders Agreement [Amended and Restated] (80K) Doc #106551: Click preview link for longer preview. RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION AND NACCO MATERIALS HANDLING GROUP, INC. April 15, 1998 {PAGE} {TABLE} {CAPTION} GECC/NMHG RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT TABLE OF CONTENTS PAGE {S} {C} SECTION 1 Formation and Purposes . . . . . . . . . . . . . . . 2 SECTION 2 Initial Capitalization of the Corporation . . . . . . 3 SECTION 3 Additional Capital Contributions . . . . . . . . . . 3 SECTION 4 Fiscal Year . . . . . . . . . . . . . . . . . . . . . 4 SECTION 5 Management of the Corporation . . . . . . . . . . . . 4 SECTION 6 Service and Financing Agreements . . . . . . . . . . 8 SECTION 7 NMHG Obligations . . . . . . . . . . . . . . . . . . 8 SECTION 8 GECC Obligations . . . . . . . . . . . . . . . . . . 9 SECTION 9 Profitability Criteria . . . . . . . . . . . . . . . 9 SECTION 10 Accounting Records . . . . . . . . . . . . . . . . . 10 SECTION 11 Representations and Warranties. . . . . . . . . . . . 10 SECTION 12 Indemnities . . . . . . . . . . . . . . . . . . . . . 11 SECTION 13 Litigation. . . . . . . . . . . . . . . . . . . . . . 12 SECTION 14 Term and Termination . . . . . . . . . . . . . . . . 13 SECTION 15 Dissolution of Venture . . . . . . . . . . . . . . . 15 SECTION 16 NMHG's Stock Option . . . . . . . . . . . . . . . . . 15 SECTION 17 Staffing and Organization Expenses. . . . . . . . 18 SECTION 18 Trademarks . . . . . . . . . . . . . . . . . . . . . 19 SECTION 19 Exclusivity . . . . . . . . . . . . . 19 SECTION 20 Confidentiality . . . . . . . . . . . . . . . . . . . 20 SECTION 21 Waiver . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 22 Notices . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 23 Entire Agreement; Amendments . . . . . . . . . . . . 21 SECTION 24 Adoption by Corporation; Legend on Certificates . . . 21 SECTION 25 Counterparts . . . . . . . . . . . . . . . . . . . . 22 SECTION 26 Successors and Assigns . . . . . . . . . . . . . . . 22 SECTION 27 Section Headings . . . . . . . . . . . . . . . . . . 22 SECTION 28 Governing Law and Arbitration . . . . . . . . . . 22 SECTION 29 Severability of Provisions . . . . . . . . . . . . . 22 SECTION 30 Advertising . . . . . . . . . . . . . . . . . . . . . 23 SECTION 31 Target Approval Rates 23 SECTION 32 Timetable 23 SECTION 33 Participation Fee 24 SECTION 34 Competitiveness 25 SECTION 35 Condition Precedent 25 EXHIBIT A - Corporate Name Agreement EXHIBIT B - Certificate of Incorporation EXHIBIT C - Amended and Restated By-Laws EXHIBIT D - Financing Agreement EXHIBIT E - Administrative Services Agreement EXHIBIT F - Tax Allocation Agreement EXHIBIT G - Remarketing Services Agreement EXHIBIT H - Listing of NMHG Competitors EXHIBIT I - Participation Fee Calculation EXHIBIT J - Recourse and Indemnity Agreement {/TABLE} {PAGE} RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT THIS AGREEMENT, dated April 15, 1998 ("Agreement") by and between NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 650 NE Holladay Street, Suite 1600, Portland, Oregon 97232 ("NMHG"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation with offices at 44 Old Ridgebury Road, Danbury, Connecticut 06810 ("GECC"). BACKGROUND ---------- NMHG is in the business of manufacturing forklift trucks and other equipment, including without limitation, both Yale and Hyster brand name equipment (collectively, the "NMHG Equipment") which is sold and distributed by NMHG and by its dealers ("Dealers"). GECC is in the business of, among other things, providing financing on equipment similar to the NMHG Equipment. On October 27, 1989, Yale Materials Handling Corporation ("Yale"), acquired, pursuant to a Stock Purchase Agreement dated as of such date ("Stock Purchase Agreement"), twenty percent (20%) of the issued and outstanding shares of the capital stock of the Yale Financial Services, Inc. ("Corporation") from GECC. As a result thereof, the Corporation was then owned twenty percent (20%) by Yale and eighty percent (80%) by GECC. In conjunction with the above-described stock purchase, Yale and GECC entered into the Joint Venture and Shareholders Agreement ("Original Shareholders Agreement") as of November 8, 1989 which Agreement (and the related agreements executed concurrently therewith; the Original Shareholders Agreement and the related Agreements shall collectively be referred to as the "JV Agreements") related to the internal governance and day-to-day management and operations of the Corporation. As a result of a corporate reorganization effective as of January 1, 1994, NMHG and Yale entered into a Stock Purchase Agreement pursuant to which Yale sold all of its interest in the Corporation to NMHG and assigned to NMHG all of Yale's duties, obligations and benefits under all of the JV Agreements. NMHG and GECC have now determined to revise the nature of their relationship to areas outside of the United States (which global relationship shall be governed by the terms of an Operating Agreement ("International Operating Agreement") executed between NMHG, GECC and various international affiliates and subsidiaries of GECC and NMHG) and additionally expand the business scope of the Corporation to provide certain types of financing to the Dealers and to the customers of NMHG and/or the Dealers ("Customers") for all types and brands of NMHG Equipment. In conjunction therewith, Page 1 {PAGE} NMHG and GECC have determined to amend and restate the Original Agreement and certain of the other JV Agreements. It is intended that in conjunction with the revision of the JV Agreements, the name of the Corporation shall be changed to NMHG Financial Services, Inc. It is further intended that the Corporation shall operate as two divisions operating under the trade names "Yale Financial Services" ("Yale") and "Hyster Credit" ("Hyster") and the services provided by the Corporation as set forth herein shall be shared by both such divisions. NOW, THEREFORE, in consideration of the above premises and mutual covenants contained hereinbelow, the parties hereto hereby agree as follows: 1. FORMATION AND PURPOSES. (a) On even date herewith, GECC and NMHG each hereby agree to amend and restate this Agreement with NMHG continuing to own twenty percent (20%) and GECC eighty percent (80%) of the outstanding shares of capital stock of the Corporation. On or after the date that this Agreement commences: (i) the Corporate Name Agreement shall be amended in the form of EXHIBIT A ATTACHED HERETO; (ii) the Certificate of Incorporation of the Corporation shall be amended in the form of EXHIBIT B attached hereto; and (iii) the By-Laws of the Corporation shall be amended and restated in the form of EXHIBIT C attached hereto. NMHG and GECC agree to take all necessary action and will vote their respective shares to so amend and restate the Certificate of Incorporation and the By-Laws. (b) NMHG and GECC hereby agree that the primary purpose of the Corporation shall be to provide the following types of financial services: (i) origination and/or acquisition of floor plan and fleet rental financing to the Dealers with respect to their inventory of NMHG Equipment and any related trade-ins ("NMHG Inventory Financing"); (ii) origination and/or acquisition of floor plan and fleet rental financing to the Dealers with respect to their inventory of new and/or used equipment other than NMHG Equipment ("Allied Inventory Financing"); (iii)origination and/or acquisition of parts inventory financing to the Dealers ("Parts Inventory Financing"; the NMHG Inventory Financing, Allied Inventory Financing and Parts Inventory Financing being collectively referred to as "Inventory Financing"); (iv) origination and/or acquisition of accounts receivable financing to the Dealers ("Accounts Receivable Financing"; the Inventory Financing and Accounts Receivable Financing being collectively referred to as "Wholesale Financing"); 106551	GE Capital General Electric Capital Corp. ( Financial ) As referenced in this Joint Venture and Shareholders Agreement [Amended and Restated]: GENERAL ELECTRIC CAPITAL CORP – {DOCUMENT} {TYPE}EX-10.5 {SEQUENCE}12 {PAGE} Exhibit 10.5 RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL CORP ORATION AND NACCO MATERIALS HANDLING GROUP, INC. April 15, 1998 {PAGE} {TABLE} {CAPTION} GECC/NMHG RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT _____________ GENERAL ELECTRIC CAPITAL CORP – between NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 650 NE Holladay Street, Suite 1600, Portland, Oregon 97232 ("NMHG"), and GENERAL ELECTRIC CAPITAL CORP ORATION, a New York corporation with offices at 44 Old Ridgebury Road, Danbury, Connecticut 06810 ("GECC"). BACKGROUND ---------- NMHG is in the business of _____________ "General Electric Capital Corp – of the Other Agreements. (b) NMHG hereby waives any right, title and interest in and to the trade names "General Electric Company", "GE", "General Electric Capital Corp oration" and "GECC", as well as any and all variations thereof, and the related service marks and trademarks. 19. EXCLUSIVITY. (a) As to _____________ General Electric Capital Corp – as follows: TO NMHG: NACCO Materials Handling Group, Inc. 650 NE Holladay Street Suite 1600 Portland, Oregon 97232 Attn: General Counsel TO GECC: General Electric Capital Corp oration 44 Old Ridgebury Road Danbury, CT 06810 Attention: Edward Simoneau Either party hereto may change the address to which each such notice _____________ General Electric Capital Corp – and Shareholders Agreement, dated November 8, 1989, as amended and restated on April 15, 1998 by and between NMHG Materials Handling Corporation and General Electric Capital Corp oration, a copy of which is on file at the offices of the Corporation. 25. COUNTERPARTS. This Agreement may be executed in any _____________ dt 100967 ; Nacco Materials Nacco Materials Handling Group, Inc. As referenced in this Joint Venture and Shareholders Agreement [Amended and Restated]: NACCO MATERIALS HANDLING GROUP, – EX-10.5 {SEQUENCE}12 {PAGE} Exhibit 10.5 RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION AND NACCO MATERIALS HANDLING GROUP, INC. April 15, 1998 {PAGE} {TABLE} {CAPTION} GECC/NMHG RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT TABLE OF CONTENTS PAGE {S} { _____________ NACCO MATERIALS HANDLING GROUP, – and Indemnity Agreement {/TABLE} {PAGE} RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT THIS AGREEMENT, dated April 15, 1998 ("Agreement") by and between NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 650 NE Holladay Street, Suite 1600, Portland, Oregon 97232 ("NMHG"), and GENERAL ELECTRIC CAPITAL CORPORATION, _____________ NACCO Materials Handling Group, – be sufficiently given if personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: TO NMHG: NACCO Materials Handling Group, Inc. 650 NE Holladay Street Suite 1600 Portland, Oregon 97232 Attn: General Counsel TO GECC: General Electric Capital Corporation 44 Old Ridgebury _____________ NACCO MATERIALS HANDLING GROUP, – Corporation. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. Page 25 {PAGE} NACCO MATERIALS HANDLING GROUP, INC. By: /s/ Reginald R. Eklund ------------------------------------- Title: President ---------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Christopher H. Richmond ------------------------------------- Title: Vice President and General _____________ dt 220341 ;	First National First National Bank of Chicago ( Financial ) As referenced in this Joint Venture and Shareholders Agreement [Amended and Restated]: First National Bank of Chicago – the Prime Rate where (x) the Prime Rate shall mean the per annum rate of interest announced, from time to time, by The First National Bank of Chicago (or such other major banking institution as chosen by the Company) as its "corporate base rate" and (y) the term Basis Point _____________ dt 130058 ; Hyster Overseas Capital Corp. LLC
$50	Preview Subscribers	2003	Registration Rights Agreement Registration Rights Agreement (52K) Doc #116957: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of May 15, 2003, by and among Castle Dental Centers, Inc., a Delaware corporation (the "Company"), Sentinel Capital Partners II, L.P., a Delaware limited partnership ("Sentinel"), General Electric Capital Corporation, a Delaware corporation ("GE"), Midwest Mezzanine Fund II, L.P., a Delaware limited partnership ("Midwest"), James M. Usdan ("Usdan"), Thomas Fitzpatrick ("Fitzpatrick"), and John M. Slack ("Slack"). Sentinel, Fitzpatrick, GE, Midwest, Usdan, Slack and the Company are parties to a Preferred Stock and Subordinated Note Purchase Agreement dated as of the date hereof (the "Purchase Agreement"). In order to induce Sentinel, Fitzpatrick, GE, Midwest, Usdan and Slack to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the Closing under the Purchase Agreement. It is acknowledged that certain other parties shall become a party to this agreement following the date hereof in conjunction with such parties' execution of a joinder to the Purchase Agreement and their purchase of certain securities of the Company thereunder. GE, Midwest, Usdan and the Company are parties to a Registration Rights Agreement dated as of July 19, 2002 (the "Existing Registration Rights Agreement"). By entering into this Agreement, GE, Midwest and Usdan are terminating their rights under the Existing Registration Rights Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 9 hereof. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 1. Demand Registrations. (a) Requests for Registration. Subject to the terms of this Section 1, at any time and from time to time, the holders of a majority of the Sentinel Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities. All registrations requested pursuant to this Section 1(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of Section 1(d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable {PAGE} Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. (b) Long-Form Registrations. The holders of a majority of the Sentinel Registrable Securities shall be entitled to request 2 registrations under the Securities Act on Form S-1 or any similar long-form registrations (the "Long-Form Registrations") in which the Company shall pay all Registration Expenses. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and the holders of Registrable Securities are able to register at least 90% of the Registrable Securities requested to be included in such registration; it being understood and agreed that the requisite holders of Registrable Securities making a request for a Demand Registration hereunder may withdraw from such registration at any time prior to the effective date of such Demand Registration, in which case such request will not count as one of the permitted Demand Registrations for such holders. All Long Form Registrations shall be underwritten registrations. (c) Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), the holders of a majority of the Sentinel Registrable Securities shall be entitled to request 2 registrations under the Securities Act on Form S-2 or S-3 or any similar short-form registrations (the "Short-Form Registrations") in which the Company shall pay all Registration Expenses. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and if the managing underwriters (if any) agree to the use of a Short-Form Registration. The Company shall use its best efforts to make Short-Form Registrations available for the sale of Registrable Securities. A registration shall not count as one of the permitted Short-Form Registrations until it has become effective and the holders of Registrable Securities are able to register at least 90% of the Registrable Securities requested to be included in such registration. (d) Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such registration the number which can be sold which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, in the following order of priority: (i) first, the Registrable Securities requested to be included, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included by holders having registration rights with respect to the Company's securities (including those holders who are granted rights that are subordinate to the rights set forth herein, as described in Section 1(f) below), pro rata among the respective holders thereof on the basis of the number of other securities owned by each such holder. 116957	GE Capital General Electric Capital Corp. ( Financial ) As referenced in this Registration Rights Agreement: General Electric Capital Corp – by and among Castle Dental Centers, Inc., a Delaware corporation (the "Company"), Sentinel Capital Partners II, L.P., a Delaware limited partnership ("Sentinel"), General Electric Capital Corp oration, a Delaware corporation ("GE"), Midwest Mezzanine Fund II, L.P., a Delaware limited partnership ("Midwest"), James M. Usdan ("Usdan"), Thomas Fitzpatrick ("Fitzpatrick"), _____________ General Electric Capital Corp – Citigroup Center 153 East 53rd Street New York, NY 10022 Attention: Frederick Tanne, Esq. Facsimile: (212) 446-4900 14 {PAGE} To GE, to: General Electric Capital Corp oration c/o Heller Healthcare Financial Services 500 West Monroe Street Chicago, IL 60661 Attention: Jay Sepanski Facsimile: (312) 441-7598 With a _____________ General Electric Capital Corp – o Heller Healthcare Financial Services 500 West Monroe Street Chicago, IL 60661 Attention: Jay Sepanski Facsimile: (312) 441-7598 With a copy to: General Electric Capital Corp oration c/o Heller Healthcare Financial Services 2 Wisconsin Circle, 4th Floor Chevy Chase, MD 20815 Attention: Katherine R. Lofft, Esq. Facsimile: (301) _____________ GENERAL ELECTRIC CAPITAL CORP – L.P. Its: General Partner By: ABN AMRO Mezzanine Management II, Inc. Its: General Partner By: ------------------------------------------- Name: Paul Kreie Title: Vice President {PAGE} GENERAL ELECTRIC CAPITAL CORP ORATION By: ------------------------------------------- Name: Title: ---------------------------------------------- JAMES M. USDAN ---------------------------------------------- THOMAS FITZPATRICK ---------------------------------------------- JOHN M. SLACK 2 {PAGE} Exhibit A 3 _____________ dt 100989 ; Haynes and Boone Haynes and Boone ( Legal ) As referenced in this Registration Rights Agreement: Haynes and Boone – 8420 13 {PAGE} With a copy, which shall not constitute notice to the Company, to: Haynes and Boone , LLP 1000 Louisiana Street Suite 4300 Houston, TX 77002 Attention: John W. Menke Facsimile: ( dt 37172 ; Kirkland & Ellis Kirkland & Ellis ( Legal ) As referenced in this Registration Rights Agreement: Kirkland & Ellis – Facsimile: (212) 688-6513 With a copy, which shall not constitute notice to Sentinel, to: Kirkland & Ellis Citigroup Center 153 East 53rd Street New York, NY 10022 Attention: Frederick Tanne, Esq. dt 37735 ;	Sentinel Capital Partners II, L.P.; Midwest Mezzanine Fund II, L.P.; More...
$38	Preview Subscribers	2003	Registration Rights Agreement Registration Rights Agreement (22K) Doc #185132: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is entered into as of April 28, 2003, by and between General Electric Capital Corporation ("Purchaser") and Immunicon Corporation, a Delaware corporation (the "Company"). *RECITALS* A. The Company may issue one or more warrants (the "Warrants") to the Purchaser from time to time pursuant to the terms of the proposal letter by and between the Company and the Purchaser regarding the acquisition and financing of certain equipment by the Company from the Purchaser, pursuant to each of which Purchaser would have the right to acquire from the Company the Shares (as defined in the Warrants). B. By this Agreement, the Purchaser and the Company desire to set forth the registration rights of the Shares all as provided herein. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows: 1. Registration Rights. The Company covenants and agrees as follows: 1.1 Definitions. For purposes of this Section 1: (a) The term "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the declaration or ordering of effectiveness of such registration statement or document; (b) The term "Registrable Securities" means (i) the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i). (c) The terms "Holder" or "Holders" means the Purchaser or qualifying transferees under subsection 1.8 hereof who hold Registrable Securities. (d) The term "SEC" means the Securities and Exchange Commission. 1.2 Company Registration. (a) Registration. If at any time or from time to time, the Company shall determine to register any of its securities, for its own account or the account of any of its shareholders, other than a registration on Form S-1 or S-8 relating solely to employee stock option or purchase plans, or a registration on Form S-4 relating solely to an SEC Rule 145 transaction, or a registration on any other form (other than Form S-1, S-2, S-3 or S-18, or their successor forms) or any successor to such forms, which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) use its best efforts to include in such registration (and compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 30 days after receipt of such written notice from the Company, by any Holder or Holders, except as set forth in subsection 1.2(b) below, provided that 185132	GE Capital General Electric Capital Corp. ( Financial ) ;	Immunicon Corp
$35	Preview Subscribers	2002	Registration Rights Agreement Registration Rights Agreement (33K) Doc #252656: Click preview link for longer preview. COMFORT SYSTEMS USA, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is dated as of October 11, 2002, by and among Comfort Systems USA, Inc., a Delaware corporation ("Company") and General Electric Capital Corporation (the "Purchaser"). WHEREAS, Company and Purchaser have entered into that certain Stock Purchase Warrant and Repurchase Agreement, dated as of even date herewith (the "Warrant Agreement"); and WHEREAS, in order to induce Purchaser to enter into the Warrant Agreement and as provided in Section 4 of the Warrant Agreement, Company has agreed to provide registration rights with respect thereto. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: 1. Definitions. Unless otherwise defined herein, terms defined in the Warrant Agreement are used herein as therein defined, and the following shall have (unless otherwise expressly provided elsewhere in this Registration Rights Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined): "Agreement" shall mean this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative. "Business Day" shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York. "Commission" shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. "Holder" shall mean a record holder of Warrant Stock or Registrable Securities. "NASD" shall mean the National Association of Securities Dealers, Inc., or any successor corporation thereto. {PAGE} "Registrable Securities" shall mean the shares of Warrant Stock from time to time issued pursuant to the Warrant Agreement or the shares of Warrant Stock from time to time issuable upon exercise of the Warrant Agreement or the shares of Warrant Stock otherwise acquired or held by Purchaser. "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. 2. Required Registration. After receipt of a written request from a Holder or Holders of at least 51% of the Registrable Securities requesting that Company effect a registration under the Securities Act of at least 51% of the Registrable Securities, and specifying the intended method or methods of disposition thereof, Company shall promptly within 10 days of receipt of such request notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3, may elect (by written notice sent to Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon, Company shall, as expeditiously as is possible, use all reasonable best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that if the managing underwriter of a proposed public offering in connection with any registration requested pursuant to this Section 2 shall advise Company in writing that, in its opinion, a limitation should be imposed on the number of securities to be included in such offering, then, first, the number of any securities (other than Registrable Securities) requested to be included in such offering shall be decreased on a pro rata basis, and, second, after all securities other than Registrable Securities have been excluded from such offering, the number of Registrable Securities shall be decreased on a pro rata basis; provided, further, however, that Company shall not be required to effect more than two (2) registrations of any Registrable Securities pursuant to this Section 2. 3. Piggyback Registration. (a) If Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the registration of securities, it will give written notice to all Holders at least 45 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the entire aggregate number of shares of Registrable Securities as such Holders may request. 2 {PAGE} (b) Each Holder desiring to have Registrable Securities 252656	GE Capital General Electric Capital Corp. ( Financial ) ;	Comfort Systems Comfort Systems USA, Inc. ( Construction ) As referenced in this Registration Rights Agreement: COMFORT SYSTEMS USA, – {DOCUMENT} {TYPE}EX-10.3 {SEQUENCE}5 {FILENAME}h00833exv10w3.txt {DESCRIPTION}REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 10.3 COMFORT SYSTEMS USA, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is dated as of October 11, 2002, by and among Comfort Systems USA, Inc., _____________ Comfort Systems USA, – 10.3 COMFORT SYSTEMS USA, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is dated as of October 11, 2002, by and among Comfort Systems USA, Inc., a Delaware corporation ("Company") and General Electric Capital Corporation (the "Purchaser"). WHEREAS, Company and Purchaser have entered into that certain Stock _____________ COMFORT SYSTEMS USA, – PAGES FOLLOW] 10 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written. COMFORT SYSTEMS USA, INC. By: /s/ J. Gordon Beittenmiller -------------------------------------------- Name: J. Gordon Beittenmiller ------------------------------------------ Title: Executive Vice President ----------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Justin Staadecker ------------------------------------------- _____________ dt 95542
$51	Preview Subscribers	2001	Registration Rights Agreement [Amended and Restated] Registration Rights Agreement [Amended and Restated] (85K) Doc #356839: Click preview link for longer preview. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is amended and restated as of June 28, 2001, by and among PrimeSource Healthcare, Inc., a Massachusetts corporation (the "Company") and the persons listed as Stockholders in the signature pages hereto (collectively, the "Stockholders" and individually, a "Stockholder"). WHEREAS, on March 2, 2001, the Company entered into a Registration Rights Agreement with the Stockholders set forth therein (the "Existing Registration Rights Agreement"); WHEREAS, pursuant to that certain Unit Purchase Agreement, dated as of the date hereof (the "Unit Purchase Agreement"), by and among the Company and the investors listed on the signature pages thereto, the Company will issue shares of Series E Preferred Stock and certain warrants exercisable for Common Stock; WHEREAS, the transactions contemplated by the Unit Purchase Agreement will benefit the Company; and WHEREAS, the parties are willing to execute this Agreement and to be bound by the provisions hereof; NOW, THEREFORE, in consideration of the premises, the agreements set forth below, and the parties' desire to further the interests of the Company and its present and future stockholders, the parties agree as follows: {Page} 1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Affiliate" means, with respect to a specified Person, (a) any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, (b) any other Person that owns, directly or indirectly, five percent (5%) or more of such specified person's capital stock, (c) any employee or director of such specified Person, (d) any member of the family of any Person specified in clauses (a), (b), and (c), or (e) any corporation, limited liability company, partnership, trust or other entity in which any Person set forth in clauses (a), (b), (c) or (d) above, or member of the family of any such Person, is a director, officer, trustee, partner or holder of more than five percent (5%) of the outstanding capital stock thereof. For the purposes of this definition, "control," when used with respect to any specified 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 "controlling" and "controlled" have meanings correlative to the foregoing. "Agreement" shall have the meaning assigned in the preamble hereto. "Alternative Equity Financing Stock" shall mean the series of equity security of the Company issued in any equity financing of the Corporation subsequent to the date hereof that does not qualify as a Qualified Equity Financing. "Bayley" shall have the meaning set forth in clause (r) of the definition of "Registrable Securities" contained herein. "Board of Directors" shall mean the Board of Directors of the Company. "Claim" shall mean any loss, claim, damages, liability or expense (including the reasonable costs of investigation and reasonable legal fees and expenses). "Common Stock" shall mean the Common Stock, par value $.01 per share, of the Company. "Company" shall have the meaning assigned in the preamble hereto. "Demand Registration" shall mean a registration pursuant to SECTION 2 hereof. 2 {Page} "Equity Security" shall mean any capital stock of the Company or any security convertible, with or without consideration, into any such stock, or any security carrying any warrant or right to subscribe for or purchase any such stock, or any such warrant or right. "Exchange Act" shall mean the Securities Exchange Act of 1934, as from time to time amended. "Existing Registration Rights Agreement" shall have the meaning assigned in the recitals hereto. "Firm Commitment Underwritten Offering" shall mean an offering in which the underwriters agree to purchase securities for distribution pursuant to a Registration Statement under the Securities Act and in which the obligation of the underwriters is to purchase all the securities being offered if any are purchased. "Future Preferred Stock" shall mean a series of preferred stock of the Company conveying to its holders rights and obligations substantially similar to those provided by the Company's Certificate of Designations for Series C Preferred Stock, as issued at the Effective Time (as defined in the Merger Agreement). "Future Registrable Securities" shall have the meaning set forth in clause (c) of the definition of "Registrable Securities" contained herein. "Holder" shall mean the beneficial owner of a security. For all purposes of this Agreement, the Company shall be entitled to treat the record owner of a security as the beneficial owner of such security unless the Company has been given written notice of the existence and identity of a different beneficial owner. A Holder of Preferred Stock shall be deemed to be the Holder of the Common Stock into which such Preferred Stock could be converted. "Indemnified Holder" shall mean any Holder of Registrable Securities, any officer, director, employee or agent of any such Holder and any Person who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. "Junior Securities" means any class or series of the Company's capital stock which ranks junior to the Series C Preferred Stock as to dividend distributions or distributions upon the liquidation, winding up and dissolution of the Company. "Misstatement" shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement, Prospectus or preliminary prospectus not misleading. 3 {Page} "Other Stockholders" shall mean the Stockholders other than the Series C Stockholders and the Series E Stockholders. "Person" shall mean a natural person, partnership, corporation, business trust, association, joint venture or other entity or a government or agency or political subdivision thereof. "Piggyback Registration" shall mean a registration pursuant to SECTION 3 hereof. "Preferred Registrable Securities" shall mean the Series C Registrable Securities and the Series E Registrable Securities. "Preferred Stock" shall mean any shares of any series of preferred stock other than the Series D Preferred Stock issued as of the date hereof or in the future by the Company. "Prospectus" shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. "PSS Common Stock" shall mean the Common Stock, par value $0.001 per share, of PrimeSource Surgical, Inc., as it existed prior to the Effective Time (as 356839	GE Capital General Electric Capital Corp. ( Financial ) ; PrimeSource PrimeSource Healthcare Inc. ( Medical Equipment & Supplies ) As referenced in this Registration Rights Agreement [Amended and Restated]: PrimeSource Healthcare, Inc – EXHIBIT 4 {TEXT} {Page} EXHIBIT 4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is amended and restated as of June 28, 2001, by and among PrimeSource Healthcare, Inc ., a Massachusetts corporation (the "Company") and the persons listed as Stockholders in the signature pages hereto (collectively, the "Stockholders" and individually, a "Stockholder"). WHEREAS, on March 2, 2001, the _____________ PrimeSource Healthcare, Inc – on following page) 27 {Page} IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Registration Rights Agreement as of the day and year first above written. COMPANY: PrimeSource Healthcare, Inc . By: /s/ James L. Hersma ----------------------------------- Name: James L. Hersma Title: President and Chief Executive Officer STOCKHOLDERS: GE Capital Equity Investments, Inc. By: /s/ David Gibbs ----------------------------------- Name: David Gibbs Title: _____________ dt 1460708 ;	Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Registration Rights Agreement [Amended and Restated]: Gibson, Dunn – return receipt requested, or sent by telecopier or telex, addressed as follows: (a) if to GE, at its address set forth on the signature pages hereto, with a copy to Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles, California 90071-3197, Facsimile: (213) 229-7250, Attention: Linda L. Curtis; (b) if to a Stockholder of Registrable Securities who is _____________ dt 750990 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Registration Rights Agreement [Amended and Restated]: Skadden, Arps – its address set forth on the signature pages hereto and thereafter at such other address, notice of which is given in accordance with the provisions hereof, with a copy to Skadden, Arps , Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, Facsimile: (213) 687-5600, Attn: Gregg Noel. All such notices and communications shall be deemed _____________ dt 753298
$37	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (37K) Doc #356932: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, (the "Agreement"), dated as of December 4, 2000 between Hi-Rise Recycling Systems, Inc., a Florida corporation (the "Company"), and General Electric Capital Corporation (the "Holder"). 1. Background. The Company is a party to a certain Securities Purchase Agreement (this term and all other capitalized terms used herein without definition having the meaning specified in Section 7 hereof), which governs certain rights and obligations of the Company . . . 356932	GE Capital General Electric Capital Corp. ( Financial ) ; Hi-Rise Hi-Rise Recycling Systems Inc. ( Waste Management Services ) As referenced in this Registration Rights Agreement: Hi-Rise Recycling Systems, Inc. – DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}0004.txt {DESCRIPTION}EXHIBIT C {TEXT} EXHIBIT C REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, (the "Agreement"), dated as of December 4, 2000 between Hi-Rise Recycling Systems, Inc. , a Florida corporation (the "Company"), and General Electric Capital Corporation (the "Holder"). 1. Background. The Company is a party to a certain Securities Purchase Agreement (this term and all _____________ HI-RISE RECYCLING SYSTEMS, INC. – 11 {PAGE} IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written. HI-RISE RECYCLING SYSTEMS, INC. By: /s/ Kevin J. Bartczak ---------------------------------- Name: Kevin J. Bartczak Title: VP, CFO GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Patrick Flynn ---------------------------------- Name: Patrick Flynn Title: Risk Manager 12 {/TEXT} {/DOCUMENT} _____________ dt 1450378 ; Hi-Rise Hi-Rise Recycling Systems Inc. ( Waste Management Services ) As referenced in this Registration Rights Agreement: Hi-Rise Recycling Systems, Inc. – DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}0004.txt {DESCRIPTION}EXHIBIT C {TEXT} EXHIBIT C REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, (the "Agreement"), dated as of December 4, 2000 between Hi-Rise Recycling Systems, Inc. , a Florida corporation (the "Company"), and General Electric Capital Corporation (the "Holder"). 1. Background. The Company is a party to a certain Securities Purchase Agreement (this term and all _____________ HI-RISE RECYCLING SYSTEMS, INC. – 11 {PAGE} IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written. HI-RISE RECYCLING SYSTEMS, INC. By: /s/ Kevin J. Bartczak ---------------------------------- Name: Kevin J. Bartczak Title: VP, CFO GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Patrick Flynn ---------------------------------- Name: Patrick Flynn Title: Risk Manager 12 {/TEXT} {/DOCUMENT} _____________ dt 1299902 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Registration Rights Agreement: Bank of America, N.A. – purpose of this Agreement: Credit Agreement: That certain Credit Agreement, dated as of October 28, 1998, among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation, Bank of America, N.A. ("BOA"), successor NationalBank, National Association, and Key Corporate Capital Inc. and the other parties which may from time to time be Lenders thereunder, and General Electric Capital Corporation, as _____________ dt 749892 ; Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Registration Rights Agreement: Weil, Gotshal – effectiveness shall be until the earlier of (i) 24 months or (ii) the date that the offering is completed or terminated; (c) furnish to a single firm of counsel, initially Weil, Gotshal & Manges LLP, or such other counsel thereafter designated by the Holder (the "Holder's Counsel"), and each underwriter of the securities being sold by the Holder, at least 5 _____________ dt 749023
$33	Subscribers	2000	Stockholder Voting Agreement Stockholder Voting Agreement (17K) Doc #356950: This document is immediately available for purchase, but does not have a preview available for viewing. STOCKHOLDER VOTING AGREEMENT ---------------------------- STOCKHOLDER VOTING AGREEMENT, dated as of July 12, 2000 (this "Agreement"), among General Electric Company, a New York corporation ("Parent"), GECS Holdings, Inc., a Delaware corporation ("GECS Holdings"), General Electric Capital Services, Inc. ("GECS"), a Delaware corporation, and General Electric Capital Corporation, a New York corporation ("Capital" and, together with GECS Holdings, the "Stockholder", which term shall include Parent and any subsidiary of Parent to the extent Subject Shares (as defined below) are held by Parent or such subsidiary), and UBS AG, an Aktiengesellschaft organized under the laws of Switzerland ("UBS"). WHEREAS, Paine Webber Group, Inc. a Delaware corporation (the "Company"), UBS and Neptune Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of UBS ("Merger Subsidiary"), are contemporaneously herewith entering into an Agreement and Plan of Merger, dated the date hereof (the "Merger Agreement"), which provides, among other things, for the merger of the Company with and into Merger Subsidiary (the "Merger"); WHEREAS, as a condition and inducement to their willingness to enter into the Merger Agreement, UBS and Merger Subsidiary have requested that Stockholder make certain agreements with respect to 31,523,600 shares of common stock, par value $1.00 per share, having one vote per share ("Shares"), of the Company owned of record and beneficially by the Stockholder (such Shares, together with any additional securities of the Company described in Section 4, being referred to herein as the "Subject Shares"), upon the terms and subject to the conditions hereof; and WHEREAS, in order to induce UBS and Merger Subsidiary to enter into the Merger Agreement, Stockholder is willing to make certain agreements with respect to the Subject Shares; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. Voting Agreements. For so long as this Agreement is in effect, at any meeting of stockholders of the Company, however called, including any adjourned or postponed meeting, and in any action by consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval is sought, Stockholder shall vote (or cause to be voted), or, if applicable, give consent or approval with respect to, all of the Subject Shares that Stockholder has the right to vote in favor of adoption of the Merger Agreement and approval of the Merger and any other transaction contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given for purposes of this Section 1 in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the results of such vote or consent. {PAGE} 2. Covenants. From and after the date of this Agreement, Stockholder agrees not to, and to use best efforts to cause any investment banker, attorney or other adviser or representative of Stockholder not to, (i) sell, transfer, exchange, pledge, assign, hypothecate, encumber, tender or otherwise dispose of, or enter into any contract, option or other arrangement with respect to the sale, transfer, exchange, pledge, assignment, hypothecation, encumbrance, tender or other disposition of the Subject Shares, except that Stockholder may transfer Subject Shares to any subsidiary of Parent; provided, that such transferee has agreed to be bound by the terms of this Agreement; (ii) exchange or convert Subject Shares for or into shares of non-voting common stock, par value $1.00 per share, of the Company prior to the time the stockholders of the Company have voted on the Merger; (iii) grant any proxies with respect to any Subject Shares, deposit any such Subject Shares into a voting trust or enter into a voting or option agreement with respect to any of such Subject Shares; (iv) directly or indirectly, solicit or encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, an Acquisition Proposal; or (v) take any action which would make any representation or warranty of Stockholder herein untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 3. Representations and Warranties of Stockholder. Stockholder represents and warrants to UBS that: (a) Capacity; No Violations. Stockholder has the necessary authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder, and constitutes a valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and such execution and delivery and performance by Stockholder of this Agreement will not (i) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any material contract of Stockholder or to which Stockholder or its properties is subject or bound, (ii) constitute a breach or violation of, or a default under, the certificate of incorporation, bylaws or other organizational documents of Stockholder, or (iii) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license or the consent or approval of any other party to any material contract of Stockholder or to which Stockholder -2- {PAGE} or its properties is subject or bound. In this Agreement, "Lien" shall mean any lien, pledge, security interest, claim, third party right or other encumbrance. (b) Subject Shares. Stockholder is the record holder of, has sole voting and dispositive power over, and has good and valid title to, the Subject Shares free and clear of all Liens (other than any Lien created by this Agreement) and, except as provided by this Agreement, there are no options or rights to acquire or proxies, voting trusts or voting agreements relating to the Subject Shares to which Stockholder is a party, other than the Amended and Restated Stockholders Agreement between the Company, Kidder, Peabody Group, Inc., Parent, GECS and Capital, dated August 6, 1997 (as further amended by the letter agreement, dated the date hereof, between the Company, Parent and joined in by GECS Holdings on September 8, 1997, the "Company Stockholder Agreement"). Except as otherwise disclosed on Schedule A to this Agreement, as of the date hereof, the Subject Shares are the only shares of any class of capital stock of the Company which Stockholder has the right, power or authority (sole or shared) to sell or vote, and Stockholder does not have any right to acquire, nor is it the beneficial owner of, any other shares of any class of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of the Company, other than capital stock and securities held in any Third Party Account (as defined in the Stockholders Agreement). 4. Adjustments; Additional Shares. In the event (a) of any stock dividend, stock split, recapitalization, reclassification, subdivision, combination or exchange of Shares on, of or affecting the Subject Shares, or (b) GECS, Capital or GECS Holdings shall become the beneficial owner of any additional Shares or other securities of the Company, then such Shares held by 356950	GE Capital General Electric Capital Corp. ( Financial ) ;	Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Stockholder Voting Agreement: Sullivan & Cromwell – in the manner herein set forth: If to UBS: ---------- Bahnhofstrasse 45 Zurich, Switzerland Attention: Luqman Arnold Phone: 41-1-234-5801 Fax: 41-1-234-3700 With a copy to: --------------- Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: James C. Morphy, Esq. Phone: (212) 558-4000 Fax: (212) 558-3588 If to Stockholder: ------------------ General Electric Company 3135 Easton _____________ dt 745594
$31	Preview Subscribers	2003	Voting Agreement Voting Agreement (6K) Doc #254593: Click preview link for longer preview. VOTING AGREEMENT VOTING AGREEMENT, dated as of April 30, 2003 (this "Agreement"), by and between General Electric Capital Corporation, a Delaware corporation ("GE Capital"), and Neff Corp., a Delaware corporation (the "Company"). WHEREAS, the GE Capital and the Company are parties to that certain Amended and Restated Stockholders Agreement, dated as of March 25, 1998, among Jorge Mas, Juan Carlos Mas, GE Capital, GECFS, Inc., Kevin P. Fitzgerald, Santos Fund I, L.P. and the Company (the "Stockholders Agreement"; capitalized terms used herein and not defined shall have the meaning specified in the Stockholders Agreement); and WHEREAS, GE Capital has agreed with the Company to waive its voting rights with respect to certain of the Equity Securities of the Company; NOW, THEREFORE, IT IS HEREBY AGREED, by and between the undersigned and in consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows: 1. Until the occurrence of any of the Specified Events (defined below), GE Capital agrees, on behalf of itself and its affiliates, that, with respect to any matter submitted to the stockholders of the Company for action at a meeting or for action by written consent, GE Capital shall, and shall cause its affiliates to, exercise voting rights only with respect to Equity Securities of the Company aggregating fifteen percent (15%) of the outstanding Equity Securities of the Company as of the record date for determining stockholders entitled to take such action; it being understood and agreed that the foregoing voting restrictions shall not be applicable to any unaffiliated third party acquiring Equity Securities of the Company from GE Capital or any of its affiliates. 2. Until the occurrence of either of the Specified Events described in Sections 3(ii) or (iii) below, GE Capital waives its right, as the record and beneficial owner of Class B Special Common Stock, par value $0.01 per share, of the Company, to elect a director to the Company's board of directors. 3. For purposes of this Agreement, a "Specified Event" shall occur if: (i) any Person or group (as defined in the Exchange Act) (other than GE Capital and the Mas Stockholders or a transferee of GE Capital) shall acquire 254593	GE Capital General Electric Capital Corp. ( Financial ) ;	Neff Neff Corp. ( Rental & Leasing ) As referenced in this Voting Agreement: Neff Corp – VOTING AGREEMENT, dated as of April 30, 2003 (this "Agreement"), by and between General Electric Capital Corporation, a Delaware corporation ("GE Capital"), and Neff Corp ., a Delaware corporation (the "Company"). WHEREAS, the GE Capital and the Company are parties to that certain Amended and Restated Stockholders Agreement, _____________ NEFF CORP – of the date first written above. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Steve F. Campbell ------------------------------------- Name: Steve F. Campbell Title: Duly Authorized Signatory NEFF CORP . By: /s/ Mark H. Irion ------------------------------------- Name: Mark H. Irion Title: Chief Financial Officer 3 {/TEXT} {/DOCUMENT} _____________ dt 128630
$42	Preview Subscribers	2006	Voting Agreement Voting Agreement (50K) Doc #2515881: Click preview link for longer preview. VOTING AGREEMENT BY AND AMONG SMITHFIELD FOODS, INC., CONTIGROUP COMPANIES, INC. AND (SOLELY FOR PURPOSES OF SECTION 5.2 HEREOF) PREMIUM STANDARD FARMS, INC. DATED AS OF SEPTEMBER 17, 2006 TABLE OF CONTENTS Page ARTICLE I General 1 1.1. Defined Terms 1 ARTICLE II VOTING 3 2.1. . . . 2515881	GE Capital