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Recapitalization Agreement
Recapitalization Agreement (259K)
Doc #170144: Click preview link for longer preview.
RECAPITALIZATION AGREEMENT
This Recapitalization Agreement, dated as of November 18, 2003 (this
"Agreement"), is entered into by Hanover Direct, Inc., a Delaware corporation
(the "Company"), and Chelsey Direct, LLC, a Delaware limited liability company
("Chelsey"). Certain terms used and not otherwise defined in the text of this
Agreement are defined in Section 10 of this Agreement.
W I T N E S S E T H:
WHEREAS, Chelsey is the record owner of 29,446,888 shares of Common
Stock, par value $.66 2/3 per share (the "Common Stock"), of the Company and
1,622,111 shares of Series B Cumulative Participating Preferred Stock, par value
$.01 per share (the "Series B Preferred Stock"), of the Company, consisting of
all of the issued and outstanding shares of Series B Preferred Stock, and
representing as of the date hereof 21.3% of the issued and outstanding shares of
Common Stock; and
WHEREAS, Chelsey and the Company wish to memorialize their agreement
regarding the recapitalization of the Company, the reconstitution of the Board
of Directors of the Company and the settlement of outstanding litigation between
the Company and Chelsey;
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:
1. Sale and Purchase of Shares; Recapitalization. Upon the terms
and subject to the conditions herein contained, Chelsey agrees to sell to the
Company, and the Company agrees to purchase from Chelsey, at the Closing
1,622,111 shares of Series B Preferred Stock in return for the issuance to
Chelsey of 564,819 shares (as the same may be increased pursuant to Section 5,
the "Series C Shares") of Series C Participating Preferred Stock, par value
$0.01 per share (the "Series C Preferred Stock"), and 81,857,833 shares (as the
same may be increased pursuant to Section 5, the "New Common Shares") of Common
Stock (collectively, the "Recapitalization"). The parties acknowledge that the
consideration for the Series C Shares has a value at least equal to the
aggregate par value of such Series C Shares. The Series C Preferred Stock will
have the rights, preferences, and privileges set forth in the form of
Certificate of Designations, Powers, Preferences and Rights attached hereto as
Exhibit A (the "Certificate of Designations").
2. Reconstitution of Board of Directors.
(a) As promptly as practicable following the date hereof,
the Company shall file with the Securities and Exchange Commission and transmit
to all equity holders of the Company as required by Rule 14f-1 of the Securities
Exchange Act of 1934, as amended, a statement regarding a change in majority of
directors pursuant to Rule 14f-1 (the "14F Statement"). The 14F Statement shall
report the intention of the Company to reconstitute the Board of Directors as
the "Reconstituted Board," as set forth in the following paragraph.
{PAGE}
(b) The Board of Directors of the Company shall be
reconstituted, simultaneously with the execution of this Agreement, so that (a)
the number of directors comprising the Board of Directors of the Company shall
be fixed at eight (8) and (b) the Board of Directors of the Company shall
consist of the following individuals: Martin Edelman, William Wachtel, Stuart
Feldman, Wayne Garten, Thomas Shull, Basil Regan, David Brown and Robert Masson.
Following execution of this Agreement and the expiration of the tenth (10th) day
following the filing of the 14F Statement as set forth in Section 2(a) (x) the
number of directors comprising the Board of Directors of the Company shall be
fixed at nine (9) and (y) the Board of Directors of the Company shall consist of
the individuals listed in the previous sentence plus Donald Hecht (the Board of
Directors, as reconstituted pursuant to clauses (x) and (y), shall be referred
to herein as the "Reconstituted Board"). Following the execution of this
Agreement and prior to Mr. Hecht being added to the Board of Directors as set
forth in this paragraph, if the Board of Directors shall be deadlocked on any
matter before the Board of Directors, such matter shall be decided by the
Executive Committee of the Board of Directors.
(c) The Committees of the Board of Directors shall also
be reconstituted, simultaneously with the execution of this Agreement, as
follows: the members of the Executive Committee shall be Stuart Feldman
(Chairman), Martin Edelman and Basil Regan; the members of the Audit Committee
shall be Robert Masson (Chairman), Wayne Garten, David Brown and Donald Hecht
(Mr. Hecht shall be added to the Audit Committee at the same time he is added to
the Board of Directors); the members of the Compensation Committee shall be
David Brown (Chairman), Wayne Garten and Stuart Feldman; the members of the
Nominating Committee shall be William Wachtel (Chairman), Wayne Garten and
Thomas Shull; and the members of the Transactions Committee shall be Martin
Edelman (Chairman), David Brown, and Basil Regan.
(d) Simultaneously with the execution of this Agreement,
the Board of Directors of the Company shall approve a new charter for the
Transactions Committee in the form attached hereto as Exhibit B.
3. Discontinuance of Litigation. As soon as practicable following
the Closing, each of the Company and Chelsey shall use their best efforts to
discontinue, with prejudice, the pending litigation between the parties entitled
Hanover Direct, Inc. v. Richemont Finance S.A. and Chelsey Direct, LLC (Supreme
Court of the State of New York, County of New York (Index No. 03/602269)(the
"Action"). Pending the Closing, neither the Company nor Chelsey shall take any
action to prosecute the Action, and each of the Company and Chelsey agree to
grant to the other party any extensions of time necessary to preserve the Action
through the date of the Closing.
4. Conditions to the Transactions.
(a) The obligation of the Company to proceed with the
Recapitalization, the reconstitution of the Board of Directors and the
discontinuance of the Action shall be subject to the satisfaction on or prior to
the Closing Date of each of the following conditions (any of which may be
waived, in whole or in part, by the Company).
170144
|
Hanover Direct
As referenced in this Recapitalization Agreement:
Hanover Direct, Inc – AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 99.1
RECAPITALIZATION AGREEMENT
This Recapitalization Agreement, dated as of November 18, 2003 (this
"Agreement"), is entered into by Hanover Direct, Inc ., a Delaware corporation
(the "Company"), and Chelsey Direct, LLC, a Delaware limited liability company
("Chelsey"). Certain terms used and not otherwise defined
_____________
Hanover Direct, Inc – Closing, each of the Company and Chelsey shall use their best efforts to
discontinue, with prejudice, the pending litigation between the parties entitled
Hanover Direct, Inc . v. Richemont Finance S.A. and Chelsey Direct, LLC (Supreme
Court of the State of New York, County of New York (Index
_____________
Hanover Direct, Inc – 405 Lexington Avenue
New York, New York 10174
Attention: Martin Nussbaum, Esq.
Facsimile No.: (212) 891-9598
or (b) If to the Company:
Hanover Direct, Inc .
115 River Road, Building 10
Edgewater, New Jersey 07020
Attention: Corporate Counsel
Facsimile No.: (201) 272-3199
with a copy to:
Brown
_____________
HANOVER DIRECT, INC – WITNESS WHEREOF, the parties hereto have caused this
Recapitalization Agreement to be duly executed as of the day and year first
above written.
HANOVER DIRECT, INC .
By: /s/ Thomas C. Shull
----------------------------------------------
Name: Thomas C. Shull
Title: President and Chief Executive Officer
CHELSEY DIRECT, LLC
By: /s/ William B.
_____________
Hanover Direct, Inc – Executive Officer
CHELSEY DIRECT, LLC
By: /s/ William B. Wachtell
----------------------------------------------
Name: William B. Wachtel
Title: Managing Member
Signature page for Recapitalization Agreement between
Hanover Direct, Inc . and Chelsey Direct, LLC
{PAGE}
EXHIBIT A
CERTIFICATE OF THE DESIGNATIONS,
POWERS, PREFERENCES AND RIGHTS
OF
SERIES C PARTICIPATING PREFERRED STOCK
OF
_____________
dt 490146
;
 Houlihan Lokey
As referenced in this Recapitalization Agreement:
Houlihan Lokey
Howard & Zukin – signatures of the officers authorized
to execute the Transaction Documents to be executed by the Company;
(x) a copy of an opinion from Houlihan Lokey
Howard & Zukin Financial Advisors, Inc. to the Company stating that the
transactions contemplated by this Agreement are fair, from a financial point of
view, to
_____________
dt 197622
;
 Skadden
As referenced in this Recapitalization Agreement:
SKADDEN, – any other party.
Dated: New York, New York
November ___, 2003
ORANS, ELSEN, & LUPERT LLP SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
By: _______________________________ By: _______________________________
Leslie A. Lupert Robert E.
dt 34254
;
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Swidler Berlin
As referenced in this Recapitalization Agreement:
Swidler Berlin Shereff Friedman – York 10019
Attention: Mr. Stuart Feldman
Facsimile No.: (212) 765-3112
with a copy to:
Swidler Berlin Shereff Friedman , LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attention: Martin
Swidler Berlin
Shereff Friedman – this Agreement pursuant to
Section 9 pay (a) the reasonable legal fees and disbursements of Swidler Berlin
Shereff Friedman , LLP ("SBSF") in connection with the preparation, review,
negotiation, executive and delivery of this
SWIDLER BERLIN SHEREFF FRIEDMAN – 735-3000
Attorneys for Plaintiff Attorneys for Defendant
Hanover Direct, Inc. Richemont Finance, S.A.
SWIDLER BERLIN SHEREFF FRIEDMAN , LLP WACHTEL & MAYSR, LLP
405 Lexington Avenue
{PAGE}
New York, New York 10174
(212)
Swidler Berlin Shereff Friedman – 10019
Attention: Stuart Feldman
Facsimile No.: (212) 765-3112
4
{PAGE}
with a copy to:
Swidler Berlin Shereff Friedman , LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attention: Martin
Swidler Berlin Shereff Friedman – forth in
the transfer documentation provided to the Company;
in each case with copies to:
Swidler Berlin Shereff Friedman , LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attention: Martin
dt 31596
;
Chelsey Direct, LLC
|
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| 2004 |
Guaranty
Guaranty (28K)
Doc #248656: Click preview link for longer preview.
GUARANTY
This GUARANTY ("Guaranty"), dated as of April __, 2004, made by each of
the subsidiaries of MediaBay, Inc., a Florida corporation (the "Company") listed
on the signature pages hereof, and the Additional Guarantors (as defined in
Section 9(b)) (such subsidiaries so listed and the Additional Guarantors being,
each, a "Guarantor", and collectively, the "Guarantors") in favor of the Holder
(as defined in the Note referred to below (the Company and the Guarantors, being
each, a "Loan Party", and collectively the "Loan Parties")).
BACKGROUND
A. The Company issued to N. Herrick Irrevocable ABC Trust ("Herrick") its
Convertible Series Subordinated Promissory Note, in the principal amount of
$500,000 (as such note may hereafter be amended, extended, supplemented,
restated, or otherwise modified, from time to time, being referred to herein as,
the "Note"). Capitalized terms used, and not otherwise defined herein, having
the meanings ascribed to them in the Note.
B. To induce the Holder to continue the financing arrangements, the
Guarantors desire to deliver this Guaranty.
NOW, THEREFORE, with the foregoing Background incorporated by reference,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound, each Guarantor
hereby agrees as follows:
SECTION I. Guaranty, Limitation of Liability.
1.1. Each Guarantor hereby, jointly and severally, unconditionally and
irrevocably guarantees to the Holder the punctual payment when due, whether at
stated maturity, by acceleration or otherwise, of all obligations of the Company
or any other Loan Party to the Holder now or hereafter existing under the Note
or this Guaranty or any Guaranty Supplement (the "Loan Documents"), whether for
principal, interest, fees, expenses or otherwise (such obligations being the
"Guaranteed Obligation"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses) incurred by the Holder in enforcing any
rights under this Guaranty. Without limiting the generality of the foregoing,
each Guarantor's liability shall extend to all amounts that constitute part of
the Guaranteed Obligations and would be owed by the Company or any other Loan
Party to the Holder under the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company.
1.2. Each Guarantor, and by its acceptance of this Guaranty, the Holder,
hereby confirms that it is the intention of all such parties that this Guaranty
not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal, state or foreign law which may be
applicable to this Guaranty. To effectuate the foregoing intention, the Holder,
by its acceptance hereof, and the Guarantors hereby irrevocably agree that the
obligations of each Guarantor under this Guaranty shall be limited to the
maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Guaranty, result
in the obligations of such Guarantor under this Guaranty not constituting a
fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means
Title 11, U.S. Code, or any similar federal or state law for the relief of
debtors.
{PAGE}
SECTION II. Guaranty Absolute.
Each Guarantor guarantees that the Guaranteed Obligations will be paid
strictly in accordance with the terms of the Loan Documents, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Holder with respect thereto.
The obligations of each Guarantor under this Guaranty are independent of the
Guaranteed Obligations or any other obligations of any other Loan Party under
the Loan Documents, and a separate action or actions may be brought and
prosecuted against any Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against the Company or any other Loan Party or
whether the Company or any other Loan Party is joined in any such action or
actions. The liability of each Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional, irrespective of, and each Guarantor
hereby irrevocably waives any defenses it may now or hereafter have in any way
relating to, any or all of the following:
2.1. any lack of validity or enforceability of any Loan Document or any
agreement or instrument relating thereto;
2.2. any change in the time, manner or place of payment of, or in any
other term of, all or any of the Guaranteed Obligations or any other obligations
of any other Loan Party under the Loan Documents, or any amendment or waiver of
or any consent to departure from any Loan Document;
2.3. any taking, exchange, release or non-perfection of any collateral, or
any taking, release or amendment or waiver of or consent to departure from any
other guaranty, for all or any of the Guaranteed Obligations;
2.4. any manner of application of collateral, or proceeds thereof, to all
or any of the Guaranteed Obligations, or any manner of sale or other disposition
of any collateral for all or any of the Guaranteed Obligations or any other
obligations of any other Loan Party under the Loan Documents or any other assets
of the Company or any of its direct or indirect subsidiaries;
2.5. any change, restructuring or termination of the corporate structure
or existence of the Company or any of its direct or indirect subsidiaries;
2.6. any failure of any Holder to disclose to the Company or any Guarantor
any information relating to the financial condition, operations, properties or
prospects of any other Loan Party now or in the future known to any Holder (each
Guarantor waiving any duty on the part of the Holder to disclose such
information); or
2.7. any other circumstance (including, without limitation, any statute of
limitations) or any existence of or reliance on any representation by any other
Holder that might otherwise constitute a defense available to, or a discharge
of, the Company, such Guarantor or any other guarantor or surety.
248656
|
MediaBay, Inc.
As referenced in this Guaranty:
MediaBay, Inc – 15.txt
{TEXT}
EXHIBIT 10.15
GUARANTY
This GUARANTY ("Guaranty"), dated as of April __, 2004, made by each of
the subsidiaries of MediaBay, Inc ., a Florida corporation (the "Company") listed
on the signature pages hereof, and the Additional Guarantors (as defined in
Section 9(b)) (such
_____________
dt 650713
| |
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| 2003 |
Underwriting Agreement
Underwriting Agreement (71K)
Doc #289874: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-1.1
{SEQUENCE}3
{FILENAME}d06731a1exv1w1.txt
{DESCRIPTION}UNDERWRITING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 1.1
4,188,975 SHARES
EMERSON RADIO CORP.
COMMON STOCK, $.01 PAR VALUE PER SHARE
UNDERWRITING AGREEMENT
______________, 2003
FERRIS, BAKER WATTS, INCORPORATED
As Representative of the
Several Underwriters Identified
In Schedule I Hereto
c/o Ferris, Baker Watts, Incorporated
100 Light Street
Baltimore, MD 21202
Dear Ladies and Gentlemen:
1. INTRODUCTORY. Geoffrey P. Jurick (the "Selling Stockholder")
proposes, upon the terms and subject to the conditions set forth in this
underwriting agreement (this "Agreement"), to sell an aggregate of 4,188,975
shares (the "Firm Securities") of common stock, par value $0.01 per share (the
"Common Stock"), of Emerson Radio Corp., a Delaware corporation (the "Company"),
to the underwriters named in Schedule I hereto (the "Underwriters") for which
Ferris, Baker Watts, Incorporated, a Delaware corporation, is acting as the
Representative (the "Representative"). The Selling Stockholder also proposes to
sell to the Underwriters, at the option of the Underwriters, an aggregate of not
more than 628,346 additional shares of Common Stock (the "Optional Securities").
The Firm Securities and the Optional Securities are herein collectively referred
to as the "Offered Securities." The Selling Stockholder, the Company and the
several Underwriters hereby agree as follows:
2.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
STOCKHOLDER. The Company and the Selling Stockholder jointly and severally
represent and warrant to, and agree with, the Underwriters that:
(a) Registration. A registration statement on Form S-3 (File
No. 333-103840) under the Securities Act of 1933, as amended (the "Act"), with
respect to the Offered Securities, including a form of prospectus subject to
completion, has been prepared by the Company in conformity with the requirements
of the Act and the rules and regulations of the Securities and
{PAGE}
Exchange Commission (the "Commission") thereunder (the "Rules and Regulations").
Such registration statement has been filed with the Commission under the Act and
one or more amendments to such registration statement may also have been so
filed. After the execution of this Agreement, the Company shall file with the
Commission a Prospectus (as hereinafter defined) which shall have been provided
to, and approved by, the Representative prior to the filing thereof.
As used in this Agreement, the term "Registration Statement" means such
registration statement, as amended and revised at the time when such
registration statement becomes effective, including all financial schedules and
exhibits thereto and any information omitted therefrom pursuant to Rule 430A
under the Act and included in the Prospectus (as hereinafter defined). The term
"Preliminary Prospectus" means each prospectus subject to completion contained
in such registration statement or any amendment thereto before the Registration
Statement was or is declared effective, or such prospectus subject to completion
filed pursuant to Rule 424(a) under the Act which omits the information
permitted under Rule 430A. The term "Prospectus" means a prospectus, including
any amendments or supplements thereto, relating to the Registration Statement
that includes all the information contained in the most recently filed
Preliminary Prospectus in addition to such information which may have been
omitted in any Preliminary Prospectus pursuant to Rule 430A under the Act. To
the extent the Company relies on Rule 462(b) under the Act to increase the
maximum aggregate offering price, the Company shall have made a timely filing of
a registration statement as required under Rule 462(b) (a "Rule 462(b)
Registration Statement") and such filing shall be in compliance with such Rule.
Copies of the Registration Statement, any amendment thereto and any Preliminary
Prospectus filed with the Commission have been delivered by the Company to the
Underwriters. The Registration Statement and any post-effective amendments
thereto have been declared effective by the Commission.
(b) The Commission has not issued any order suspending the
effectiveness of the Registration Statement, any post-effective amendment
thereto or Rule 462(b) Registration Statement, if any, or preventing or
suspending the use of any Preliminary Prospectus, the Prospectus, the
Registration Statement or any amendment or supplement thereto or suspending the
registration of the Offered Securities, nor has the Commission instituted or
threatened to institute any proceedings with respect to such an order. Each
Preliminary Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act and the Rules and Regulations
thereunder, and 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, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through the Representative expressly for use therein.
(c) The Registration Statement conforms, and the Prospectus
(or the most recent Preliminary Prospectus) and any further amendments or
supplements to the Registration Statement or the Prospectus will conform, in all
material respects, to the requirements of the Act and the Rules and Regulations
thereunder. The Registration Statement and any post-effective amendment thereto,
as of the applicable effective date or dates, and each Preliminary Prospectus
-2-
{PAGE}
and Prospectus, as of the date each such Preliminary Prospectus or Prospectus is
filed and at all times subsequent thereto up to and including the First Closing
Date (as defined in Section 3 hereof) and any Optional Closing Date (as defined
in Section 3 hereof), and during such longer period, if any, during which the
Prospectus may be required to be delivered in connection with sales to any
dealer and during such longer period, if any, until any post-effective amendment
thereto shall become effective, do not and will 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; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter through the Representative expressly
for use therein, and no event will have occurred which should have been set
forth in an amendment or supplement to the Registration Statement or the
Prospectus which has not then been set forth in such an amendment or supplement.
(d) Organization and Qualification; Material Adverse Effect.
The Company has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as described in the
Prospectus; and the Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such qualification,
except to the extent that failure to be so qualified would not individually or
in the aggregate reasonably be expected to have a material adverse effect on the
condition (financial or other), business, properties or results of operations of
the Company and its Subsidiaries (as defined herein) taken as a whole (a
"Material Adverse Effect").
(e) Organization and Qualification of Subsidiaries. Except for
Sport Supply Group, Inc. ("SSG"), Emerson Radio (Hong Kong) Limited, and Emerson
289874
|
Emerson Radio
As referenced in this Underwriting Agreement:
EMERSON RADIO CORP – {DOCUMENT}
{TYPE}EX-1.1
{SEQUENCE}3
{FILENAME}d06731a1exv1w1.txt
{DESCRIPTION}UNDERWRITING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 1.1
4,188,975 SHARES
EMERSON RADIO CORP .
COMMON STOCK, $.01 PAR VALUE PER SHARE
UNDERWRITING AGREEMENT
______________, 2003
FERRIS, BAKER WATTS, INCORPORATED
As Representative of the
Several Underwriters Identified
_____________
Emerson Radio Corp – an aggregate of 4,188,975
shares (the "Firm Securities") of common stock, par value $0.01 per share (the
"Common Stock"), of Emerson Radio Corp ., a Delaware corporation (the "Company"),
to the underwriters named in Schedule I hereto (the "Underwriters") for which
Ferris, Baker Watts, Incorporated, a
_____________
Emerson Radio
Corp – Baltimore, Maryland 21202, Attention: Charles W. Place; if sent to the Company,
will be mailed, delivered or telegraphed and confirmed to it at Emerson Radio
Corp ., 9 Entin Road, Parsippany, New Jersey 07054,
-18-
{PAGE}
Attention: Executive Vice President and Chief Executive Officer; or if sent to
the
_____________
Emerson Radio Corp – Chief Executive Officer; or if sent to
the Selling Stockholder, will be mailed, delivered or telegraphed and confirmed
to him at c/o Emerson Radio Corp ., 9 Entin Road, Parsippany, New Jersey 07054.
11. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the
_____________
EMERSON RADIO CORP – and the
Underwriters in accordance with its terms.
[SIGNATURES FOLLOW ON NEXT PAGE]
-19-
{PAGE}
Very truly yours,
GEOFFREY P. JURICK, SELLING STOCKHOLDER
------------------------------------------
EMERSON RADIO CORP .
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.
FERRIS, BAKER WATTS,
_____________
dt 248354
;
|
Sport Supply Group, Inc.
As referenced in this Underwriting Agreement:
Sport Supply Group, Inc – Company and its Subsidiaries (as defined herein) taken as a whole (a
"Material Adverse Effect").
(e) Organization and Qualification of Subsidiaries. Except for
Sport Supply Group, Inc . ("SSG"), Emerson Radio (Hong Kong) Limited, and Emerson
Radio International Ltd. (each, a "Subsidiary," and collectively, the
"Subsidiaries"), the Company has no
_____________
dt 650849
;
Geoffrey P. Jurick
|
| Preview
Full Doc
| 2000 |
First Supplemental Indenture
First Supplemental Indenture (4K)
Doc #1074551: Click preview link for longer preview.
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 20, 2000, is executed by
METAL MANAGEMENT SERVICES, INC., a Delaware corporation ("Services"), METAL
MANAGEMENT STAINLESS & ALLOY, INC., a Delaware corporation ("S&A"), and METAL
MANAGEMENT WEST COAST HOLDINGS, INC., a Delaware corporation ("Holdings"), each
a wholly-owned subsidiary of METAL MANAGEMENT, INC., a Delaware corporation (the
"Company"), for the sole purpose of granting a guarantee under the Indenture ( . . .
1074551
|
Alloy
As referenced in this First Supplemental Indenture:
ALLOY, INC – EXHIBIT 4.13
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 20, 2000, is executed by
METAL MANAGEMENT SERVICES, INC., a Delaware corporation ("Services"), METAL
MANAGEMENT STAINLESS & ALLOY, INC ., a Delaware corporation ("S&A"), and METAL
MANAGEMENT WEST COAST HOLDINGS, INC., a Delaware corporation ("Holdings"), each
a wholly-owned subsidiary of METAL MANAGEMENT, INC., a Delaware corporation (the
"
_____________
ALLOY, INC – have caused this First Supplemental
Indenture to be duly executed by its respective officers as of the day and year
first above written.
METAL MANAGEMENT SERVICES, INC.
METAL MANAGEMENT STAINLESS &
ALLOY, INC .
METAL MANAGEMENT WEST COAST
HOLDINGS, INC.
By: /s/ David A. Carpenter
-----------------------------------------
Name: David A. Carpenter
Its: Vice President
_____________
dt 1411585
;
Metal
As referenced in this First Supplemental Indenture:
METAL MANAGEMENT, INC. – Delaware corporation ("Services"), METAL
MANAGEMENT STAINLESS & ALLOY, INC., a Delaware corporation ("S&A"), and METAL
MANAGEMENT WEST COAST HOLDINGS, INC., a Delaware corporation ("Holdings"), each
a wholly-owned subsidiary of METAL MANAGEMENT, INC. , a Delaware corporation (the
"Company"), for the sole purpose of granting a guarantee under the Indenture (as
amended from time to time, the "Indenture"), dated as of May 7,
_____________
dt 1457465
;
|
Metal
As referenced in this First Supplemental Indenture:
METAL MANAGEMENT, INC. – Delaware corporation ("Services"), METAL
MANAGEMENT STAINLESS & ALLOY, INC., a Delaware corporation ("S&A"), and METAL
MANAGEMENT WEST COAST HOLDINGS, INC., a Delaware corporation ("Holdings"), each
a wholly-owned subsidiary of METAL MANAGEMENT, INC. , a Delaware corporation (the
"Company"), for the sole purpose of granting a guarantee under the Indenture (as
amended from time to time, the "Indenture"), dated as of May 7,
_____________
dt 1460995
|
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| 2003 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (25K)
Doc #1087896: Click preview link for longer preview.
SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT,
dated as of August 6, 2002 (this "Amendment"), among Hayes Lemmerz
International, Inc. (the "Borrower"), each of the direct and indirect
subsidiaries of the Borrower listed as Guarantors on the signature pages hereto
(collectively, the "Guarantors"), the lenders from time to time party thereto
(collectively, the "Lenders") and Canadian Imperial Bank of Commerce, as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders.
. . .
1087896
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Alloy
As referenced in this Credit and Guaranty Agreement:
ALLOY, INC – HAYES LEMMERZ INTERNATIONAL - TRANSPORTATION,
INC.
HAYES LEMMERZ INTERNATIONAL - TECHNICAL
CENTER, INC.
HAYES LEMMERZ INTERNATIONAL - PETERSBURG,
INC.
HLI REALTY, INC.
HLI NETHERLANDS HOLDINGS, INC.
HAYES LEMMERZ INTERNATIONAL IMPORT, INC.
CMI - QUAKER ALLOY, INC .
By: ________________________________________
Name: _________________________________
Title: ________________________________
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
ADMINISTRATIVE AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: ________________________________________
Name: _________________________________
_____________
dt 1411587
;
Citicorp USA
As referenced in this Credit and Guaranty Agreement:
CITICORP USA, INC – Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
CIBC, INC., as a Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
CITICORP USA, INC ., as a Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
FLEET NATIONAL BANK, as a Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO REVOLVING CREDIT
_____________
dt 1368307
;
Hayes Lemmerz
As referenced in this Credit and Guaranty Agreement:
Hayes Lemmerz
International, Inc – TEXT>
EXHIBIT 10.42
SECOND AMENDMENT TO REVOLVING
CREDIT AND GUARANTY AGREEMENT
SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT,
dated as of August 6, 2002 (this "Amendment"), among Hayes Lemmerz
International, Inc . (the "Borrower"), each of the direct and indirect
subsidiaries of the Borrower listed as Guarantors on the signature pages hereto
(collectively, the "Guarantors"), the lenders from time to time
_____________
HAYES LEMMERZ INTERNATIONAL, INC – IS INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and the year first written.
BORROWER:
HAYES LEMMERZ INTERNATIONAL, INC .
By: _______________________________________
Name: ________________________________
Title: _______________________________
GUARANTORS:
HAYES LEMMERZ INTERNATIONAL - CALIFORNIA,
INC.
HLI (EUROPE), LTD.
HAYES LEMMERZ INTERNATIONAL - MEXICO, INC.
HAYES LEMMERZ INTERNATIONAL - OHIO, INC.
HAYES LEMMERZ INTERNATIONAL - HOWELL,
_____________
dt 1401581
;
|
BofA
As referenced in this Credit and Guaranty Agreement:
BANK OF AMERICA, N.A. – CREDIT AND
GUARANTY AGREEMENT
ADMINISTRATIVE AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: ________________________________________
Name: _________________________________
Title: ________________________________
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
BANK OF AMERICA, N.A. , as a Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
BANK OF NEW YORK, as a Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO REVOLVING
_____________
dt 1555329
;
BNY
As referenced in this Credit and Guaranty Agreement:
BANK OF NEW YORK, – ________________________________
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
BANK OF AMERICA, N.A., as a Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
BANK OF NEW YORK, as a Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
BAYERISCHE HYPO-UND VEREINSBANK AG, as a
Lender
By:
----------------------------------------
Name:
Title:
SECOND AMENDMENT
TO
_____________
dt 1586194
;
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Credit and Guaranty Agreement
Credit and Guaranty Agreement (29K)
Doc #1087897: Click preview link for longer preview.
THIRD AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT,
dated as of December 4, 2002 (this "Amendment"), among Hayes Lemmerz
International, Inc. (the "Borrower") and a debtor and debtor-in-possession in a
case pending under Chapter 11 of the Bankruptcy Code, each of the direct and
indirect subsidiaries of the Borrower listed as Guarantors on the signature
pages hereto (collectively, the "Guarantors"), each of which is a debtor and
debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code,
the commercial banks, finance . . .
1087897
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Alloy
As referenced in this Credit and Guaranty Agreement:
ALLOY, INC – HAYES LEMMERZ INTERNATIONAL -
TRANSPORTATION, INC.
HAYES LEMMERZ INTERNATIONAL - TECHNICAL
CENTER, INC.
HAYES LEMMERZ INTERNATIONAL - PETERSBURG,
INC.
HLI REALTY, INC.
HLI NETHERLANDS HOLDINGS, INC.
HAYES LEMMERZ INTERNATIONAL IMPORT, INC.
CMI - QUAKER ALLOY, INC .
By: _______________________________________
Name: ________________________________
Title: _______________________________
THIRD AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
ADMINISTRATIVE AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: _______________________________________
Name: ________________________________
_____________
dt 1411588
;
Citicorp USA
As referenced in this Credit and Guaranty Agreement:
CITICORP USA, INC – Lender
By:
----------------------------------------
Name:
Title:
THIRD AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
CIBC, INC., as a Lender
By:
-----------------------------------------
Name:
Title:
THIRD AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
CITICORP USA, INC ., as a Lender
By:
-----------------------------------------
Name:
Title:
THIRD AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
FLEET NATIONAL BANK, as a Lender
By:
-----------------------------------------
Name:
Title:
THIRD AMENDMENT
TO REVOLVING CREDIT
_____________
dt 1368308
;
Clifford Chance
As referenced in this Credit and Guaranty Agreement:
Clifford Chance US – Agreement shall extend to
the preparation, execution and delivery of this Amendment (whether or not this
Amendment becomes effective), including, but not limited to, the reasonable fees
and disbursements of Clifford Chance US LLP, counsel for the Administrative
Agent.
SECTION 12. Severability. If any provisions of this Amendment
shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such
_____________
dt 1368731
;
|
Hayes Lemmerz
As referenced in this Credit and Guaranty Agreement:
Hayes Lemmerz
International, Inc – TEXT>
EXHIBIT 10.43
THIRD AMENDMENT TO REVOLVING
CREDIT AND GUARANTY AGREEMENT
THIRD AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT,
dated as of December 4, 2002 (this "Amendment"), among Hayes Lemmerz
International, Inc . (the "Borrower") and a debtor and debtor-in-possession in a
case pending under Chapter 11 of the Bankruptcy Code, each of the direct and
indirect subsidiaries of the
_____________
HAYES LEMMERZ INTERNATIONAL, INC – IS INTENTIONALLY LEFT BLANK]
5
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and the year first written.
BORROWER:
HAYES LEMMERZ INTERNATIONAL, INC .
By: _______________________________________
Name: ________________________________
Title: _______________________________
GUARANTORS:
HAYES LEMMERZ INTERNATIONAL - CALIFORNIA,
INC.
HLI (EUROPE), LTD.
HAYES LEMMERZ INTERNATIONAL - MEXICO, INC.
HAYES LEMMERZ INTERNATIONAL - OHIO, INC.
HAYES LEMMERZ INTERNATIONAL - HOWELL,
_____________
dt 1401582
;
BofA
As referenced in this Credit and Guaranty Agreement:
BANK OF AMERICA, N.A. – CREDIT AND
GUARANTY AGREEMENT
ADMINISTRATIVE AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: _______________________________________
Name: ________________________________
Title: _______________________________
THIRD AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
BANK OF AMERICA, N.A. , as a Lender
By:
---------------------------------------
Name:
Title:
THIRD AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
BANK OF NEW YORK, as a Lender
By:
---------------------------------------
Name:
Title:
THIRD AMENDMENT
TO REVOLVING
_____________
dt 1555330
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Revolving Credit and Guaranty Agreement
Revolving Credit and Guaranty Agreement (335K)
Doc #1087905: Click preview link for longer preview.
--------------------------------------------------------------------------------
Among
HAYES LEMMERZ INTERNATIONAL, INC.,
a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,
as Borrower,
CERTAIN DIRECT AND INDIRECT SUBSIDIARIES OF HAYES LEMMERZ
INTERNATIONAL, INC.,
each a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,
as Guarantors,
. . .
1087905
|
Alloy
As referenced in this Revolving Credit and Guaranty Agreement:
ALLOY, INC – HAYES LEMMERZ INTERNATIONAL --
TRANSPORTATION, INC.
HAYES LEMMERZ INTERNATIONAL -- TECHNICAL
CENTER, INC.
HAYES LEMMERZ INTERNATIONAL -- PETERSBURG, INC.
HLI REALTY, INC.
HLI NETHERLANDS HOLDINGS, INC.
HAYES LEMMERZ INTERNATIONAL IMPORT, INC.
CMI -- QUAKER ALLOY, INC .
By: __________________________________________
Name: ___________________________________
Title: __________________________________
ADMINISTRATIVE AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: __________________________________________
Name: ___________________________________
Title: __________________________________
LENDERS:
CIBC, INC.
By: __________________________________________
Name:
_____________
dt 1411589
;
Citicorp USA
As referenced in this Revolving Credit and Guaranty Agreement:
Citicorp USA, Inc – Company, as trustee,
each as subsequently amended, modified or supplemented in accordance with the
terms hereof and thereof.
"INITIAL LENDERS" shall mean Bank of America, N.A., CIBC,
Inc., and Citicorp USA, Inc .
"INITIAL PAYMENT" shall have the meaning set forth in Section
4.1(b).
"INITIAL PERIOD" shall have the meaning set forth in Section
2.1(c).
"INSUFFICIENCY" shall mean,
_____________
CITICORP USA, INC – COMMERCE,
as Administrative Agent
By: __________________________________________
Name: ___________________________________
Title: __________________________________
LENDERS:
CIBC, INC.
By: __________________________________________
Name: ___________________________________
Title: __________________________________
BANK OF AMERICA, N.A.
By: __________________________________________
Name: ___________________________________
Title: __________________________________
CITICORP USA, INC .
By: __________________________________________
Name: ___________________________________
Title: __________________________________
EXHIBITS AND SCHEDULES OMITTED
TABLE OF CONTENTS
(CONTINUED)
PAGE
SECTION 1. DEFINITIONS..................................................................................... 1
SECTION 1.1 ..............................................................................
_____________
dt 1866369
;
Hayes Lemmerz
As referenced in this Revolving Credit and Guaranty Agreement:
HAYES LEMMERZ INTERNATIONAL, INC –
EX-10.36
3
k63242ex10-36.txt
REVOLVING CREDIT AND GUARANTY AGREEMENT
EXHIBIT 10.36
--------------------------------------------------------------------------------
REVOLVING CREDIT AND GUARANTY AGREEMENT
--------------------------------------------------------------------------------
Among
HAYES LEMMERZ INTERNATIONAL, INC .,
a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,
as Borrower,
CERTAIN DIRECT AND INDIRECT SUBSIDIARIES OF HAYES LEMMERZ
INTERNATIONAL, INC.,
each a Debtor and
_____________
HAYES LEMMERZ
INTERNATIONAL, INC – CREDIT AND GUARANTY AGREEMENT
--------------------------------------------------------------------------------
Among
HAYES LEMMERZ INTERNATIONAL, INC.,
a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,
as Borrower,
CERTAIN DIRECT AND INDIRECT SUBSIDIARIES OF HAYES LEMMERZ
INTERNATIONAL, INC .,
each a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,
as Guarantors,
and
THE LENDERS PARTY HERETO,
and
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative
_____________
HAYES LEMMERZ INTERNATIONAL, INC – Dated as of December 17, 2001
REVOLVING CREDIT AND GUARANTY AGREEMENT
Dated as of December 17, 2001
REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 17, 2001,
among HAYES LEMMERZ INTERNATIONAL, INC ., a Delaware corporation (the "BORROWER")
and a debtor and debtor-in-possession in a case pending under Chapter 11 of the
Bankruptcy Code, the direct and indirect Subsidiaries of
_____________
Hayes Lemmerz International,
Inc – the Bankruptcy Code or any similar provision of state law.
"B TERM LOAN AGREEMENT" shall mean that certain B Term Loan
Agreement, dated as of July 2, 2001, among the Hayes Lemmerz International,
Inc ., the lenders parties thereto and the Pre-Petition Agent.
"BANKRUPTCY CODE" shall mean The Bankruptcy Reform Act of
1978, as heretofore and hereafter amended, and codified as 11 U.
_____________
Hayes Lemmerz International, Inc – of such Indebtedness.
"INDEMNIFIED PARTY" shall have the meaning given such term in
Section 10.6.
"INDENTURES" shall mean, collectively, (i) the Indenture,
dated as of July 2, 1996, among Hayes Lemmerz International, Inc ., the
guarantors named therein and First Trust, National Association (as successor to
Comerica Bank), as trustee, as amended by Amendment No. 1, dated as of July 29,
1996, and
_____________
dt 1401584
;
|
McGraw-Hill Companies
As referenced in this Revolving Credit and Guaranty Agreement:
McGraw-Hill Companies, Inc – of
50% of the Total Commitment.
"RESTATEMENT" shall have the meaning set forth in Section 3.3.
"S&P" shall mean Standard & Poor's Rating Services, a division
of The McGraw-Hill Companies, Inc ., or any successor to the rating agency
business thereof.
"SECURED PARTIES" shall have the meaning given such term in
the Security and Pledge Agreement.
"SECURITIZATION SUBSIDIARIES" shall mean Hayes
_____________
dt 1517189
;
BofA
As referenced in this Revolving Credit and Guaranty Agreement:
BANK OF AMERICA, N.A. – the "CASES"), the commercial
banks, finance companies, insurance companies or other financial institutions or
funds from time to time party hereto (the "LENDERS"), CIBC WORLD MARKETS CORP.,
as lead arranger, BANK OF AMERICA, N.A. , and SALOMON SMITH BARNEY, INC., as
co-arrangers, CIBC WORLD MARKETS CORP., BANK OF AMERICA, N.A., and SALOMON SMITH
BARNEY, INC., as co-bookrunners, BANK OF AMERICA, N.
_____________
BANK OF AMERICA, N.A. – to time party hereto (the "LENDERS"), CIBC WORLD MARKETS CORP.,
as lead arranger, BANK OF AMERICA, N.A., and SALOMON SMITH BARNEY, INC., as
co-arrangers, CIBC WORLD MARKETS CORP., BANK OF AMERICA, N.A. , and SALOMON SMITH
BARNEY, INC., as co-bookrunners, BANK OF AMERICA, N.A., and SALOMON SMITH
BARNEY, INC., as syndication agents, and CANADIAN IMPERIAL BANK OF COMMERCE, as
administrative
_____________
BANK OF AMERICA, N.A. – BANK OF AMERICA, N.A., and SALOMON SMITH BARNEY, INC., as
co-arrangers, CIBC WORLD MARKETS CORP., BANK OF AMERICA, N.A., and SALOMON SMITH
BARNEY, INC., as co-bookrunners, BANK OF AMERICA, N.A. , and SALOMON SMITH
BARNEY, INC., as syndication agents, and CANADIAN IMPERIAL BANK OF COMMERCE, as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the
Lenders.
INTRODUCTORY STATEMENT
WHEREAS,
_____________
Bank of America, N.A. – documentation
evidencing the cash management arrangements contemplated by Section 5.7 and the
related Cash Management Obligations of the Borrower and the Guarantors with
Comerica Bank, Bank One, N.A., Bank of America, N.A. or any one or more Lenders
or Lender Affiliates as described in Section 5.7.
"CASH MANAGEMENT OBLIGATIONS" shall mean the due and punctual
payment of all obligations arising
_____________
Bank of America, N.A. – MANAGEMENT OBLIGATIONS" shall mean the due and punctual
payment of all obligations arising after the Filing Date of the Borrower or any
Guarantor to Comerica Bank, Bank One, N.A., Bank of America, N.A. , any Lender or
any Lender Affiliate providing cash management services as contemplated by
Section 5.7 including, without limitation, obligations in respect of overdrafts,
uncollected funds, returned items and
_____________
dt 1555331
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Master Indenture
Master Indenture (343K)
Doc #1111893: Click preview link for longer preview.
MASTER INDENTURE
between
FIRST CONSUMERS CREDIT CARD MASTER NOTE TRUST
Issuer,
and
THE BANK OF NEW YORK
Indenture Trustee
Dated as of March 1, 2001,
amended and restated as of December 31, 2001
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1111893
|
Spiegel
As referenced in this Master Indenture:
Spiegel, Inc – exceeds the Seller Amount.
"Special Fees" means Receivables consisting of fees which are not now but
------------
may from time to time be assessed on the Accounts.
-26-
"Spiegel" means Spiegel, Inc ., a Delaware corporation.
-------
"Standard & Poor's" means Standard & Poor's Ratings Services, or its
-----------------
successor.
"Subordinated Note" means a subordinated note of Seller substantially in
-----------------
the form attached to
_____________
dt 1719766
;
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BNY
As referenced in this Master Indenture:
BANK OF NEW YORK
–
MASTER INDENTURE BETWEEN 1ST CONSUMER & BNY
Exhibit 10.43
MASTER INDENTURE
between
FIRST CONSUMERS CREDIT CARD MASTER NOTE TRUST
Issuer,
and
THE BANK OF NEW YORK
Indenture Trustee
Dated as of March 1, 2001,
amended and restated as of December 31, 2001
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS ...................................................................... 3
_____________
Bank of New York, – as of
December 31, 2001 (the "Indenture"), between First Consumers Credit Card Master
---------
Note Trust, a trust organized under the laws of the State of Illinois (the
"Issuer"), and The Bank of New York, a New York banking corporation, as
------
indenture trustee (the "Indenture Trustee"). This Indenture may be supplemented
-----------------
at any time and from time to time by an indenture supplement in
_____________
BANK OF NEW YORK, – CREDIT CARD
MASTER NOTE TRUST,
as Issuer
By: Bankers Trust Company,
not in its individual capacity,
but solely as Owner Trustee
By:
-------------------------------
Name: Eileen M. Hughes
Title: Vice President
THE BANK OF NEW YORK,
as Indenture Trustee
By:
-------------------------------
Name:
Title:
Acknowledged and Accepted:
FIRST CONSUMERS NATIONAL BANK,
as Servicer
By:
-------------------------------
Name: John R. Steele
Title: Treasurer
FIRST CONSUMERS CREDIT CORPORATION,
as Seller
By:
-------------------------------
_____________
Bank of New York, – to this Indenture executed pursuant to Sections 10.1 or 10.2 of the
------------- ----
Indenture, and, in either case, including all amendments thereof and supplements
thereto.
"Indenture Trustee" means The Bank of New York, in its capacity as trustee
-----------------
under this Indenture, its successors in interest and any successor indenture
trustee under this Indenture.
"Independent" means, when used with respect to any specified
_____________
Bank of New York – September 30, 1992, as amended and restated February 1,
1999, and as amended and restated a second time as of December 31, 2001, and
heretofore amended, among FCNB and The Bank of New York (as successor-in-
interest to the corporate trust administration of Harris Trust and Savings
Bank), as trustee.
-20-
"Portfolio Yield" is defined, with respect to any Series, in
_____________
dt 1867318
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Underwriting Agreement
Underwriting Agreement (111K)
Doc #1117247: Click preview link for longer preview.
2,200,000 SHARES(1)
REDENVELOPE, INC.
COMMON STOCK
UNDERWRITING AGREEMENT
September___, 2003
W.R. Hambrecht + Co., LLC
Pacific Crest Securities Inc.
As Representatives of the several Underwriters
c/o W.R. Hambrecht + Co., LLC
539 Bryant Street
Suite 100
San Francisco, CA 94107
Ladies and Gentlemen:
RedEnvelope, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell up . . .
1117247
|
RedEnvelope
As referenced in this Underwriting Agreement:
REDENVELOPE, INC – 1
<SEQUENCE>3
<FILENAME>f89225a5exv1w1.txt
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
<PAGE>
EXHIBIT 1.1
2,200,000 SHARES(1)
REDENVELOPE, INC .
COMMON STOCK
UNDERWRITING AGREEMENT
September___, 2003
W.R. Hambrecht + Co., LLC
Pacific Crest Securities Inc.
As Representatives of the several Underwriters
c/o W.R. Hambrecht + Co., LLC
539
_____________
RedEnvelope, Inc – LLC
Pacific Crest Securities Inc.
As Representatives of the several Underwriters
c/o W.R. Hambrecht + Co., LLC
539 Bryant Street
Suite 100
San Francisco, CA 94107
Ladies and Gentlemen:
RedEnvelope, Inc ., a Delaware corporation (the "Company"),
proposes to issue and sell up to an aggregate of 2,200,000 shares of its
authorized but unissued common stock, $0.001 par
_____________
REDENVELOPE, INC – forth our understanding,
please indicate the Underwriters' acceptance thereof in the space provided below
for that purpose, whereupon this letter shall constitute a binding agreement
between us.
Very truly yours,
REDENVELOPE, INC .
By: _______________________________________________
Name: Alison May
Title: President and Chief Executive Officer
Accepted as of the date first above written:
W.R. HAMBRECHT + CO., LLC
PACIFIC CREST SECURITIES INC.
AS
_____________
dt 1318871
;
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|