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COMDISCO HOLDING COMPANY, INC.
and
MELLON INVESTOR SERVICES LLC
as Rights Agent
Rights Agent Agreement
Dated as of August 12, 2002
------------------------------------------------------------------------------
{Page}
{Table}
TABLE OF CONTENTS
{Caption}
{S} {C} {C}
Section 1. Certain Definitions.........................................................................2
Section 2. Appointment of Rights Agent.................................................................4
Section 3. Issuance of Right Certificates..............................................................4
Section 4. Rights Distributions........................................................................7
Section 5. Release of Rights Distributions from Disputed Claims Reserve................................8
Section 6. Calculation of Recovery Percentages and Amount of Rights Distribution.......................9
Section 7. Form of Right Certificates..................................................................9
Section 8. Countersignature and Registration..........................................................10
Section 9. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates...............................................11
Section 10. Cancellation and Destruction of Right Certificates.........................................12
Section 11. Status and Availability of Rights and New Common Shares....................................12
Section 12. Common Shares Record Date..................................................................13
Section 13. Fractional Rights and Fractional Shares....................................................14
Section 14. Agreement of Right Holders.................................................................15
Section 15. Concerning the Rights Agent................................................................16
Section 16. Merger or Consolidation or Change of Name of Rights Agent..................................18
Section 17. Duties of Rights Agent.....................................................................19
Section 18. Change of Rights Agent.....................................................................22
Section 19. Notices....................................................................................23
Section 20. Supplements and Amendments.................................................................25
Section 21. Successors.................................................................................25
Section 22. Benefits of this Agreement.................................................................25
Section 23. Plan and Rights Terms Exhibit..............................................................25
Section 24. Tax Reporting; Withholding.................................................................26
Section 25. Severability...............................................................................27
Section 26. Governing Law..............................................................................27
Section 27. Counterparts...............................................................................27
Section 28. Descriptive Headings.......................................................................28
{/Table}
{Page}
RIGHTS AGENT AGREEMENT
Rights Agent Agreement, dated as of August 12, 2002, between Comdisco
Holding Company, Inc., a Delaware corporation (the "Company"), and Mellon
Investor Services LLC, a New Jersey limited liability company, as rights agent
(the "Rights Agent").
WHEREAS, on July 30, 2002, Comdisco, Inc., a wholly-owned subsidiary
of the Company ("Comdisco"), adopted, and the United States Bankruptcy Court
for the Northern District of Illinois, Eastern Division (the "Court")
approved, the First Amended Joint Plan of Reorganization of Comdisco, Inc. and
Its Affiliated Debtors, as amended and confirmed (the "Plan");
WHEREAS, pursuant to the Plan, the Company has authorized and will
issue to holders of (i) Allowed Class C-5A Interests and (ii) Allowed Class
C-5B Subordinated Claims freely transferable rights (the "Rights" and each, a
"Right") to receive certain distributions to be made by the Company of cash or
shares of Common Stock, $.01 par value, of the Company ("New Common Shares")
or a combination of cash and New Common Shares as set forth in the Plan (the
distributions to be made to the holders of the Rights hereunder to be referred
to as "Rights Distributions");
WHEREAS, pursuant to the Plan, as of the Effective Date, one Right
shall be issuable for each share of common stock constituting Old Equity and
cancelled pursuant to the Plan (the "Cancelled Common Stock") that was held by
each holder of Allowed Class C-5A Interests and each share of Cancelled Common
Stock that was held by, and the subject of a Claim by, each holder of Class
C-5B Subordinated Claims at the Close of Business on the Effective Date;
provided, however, that notwithstanding anything to the contrary herein, no
duplicate Rights will be issued in the event that any shares of Cancelled
Common Stock are the subject of both Allowed Class C-5A Interests and Class
C-5B Subordinated Claims;
WHEREAS, the administration and processing of the Rights
Distributions and other matters in connection with the Rights will involve
substantial administration;
WHEREAS, the Company desires that the Rights Agent act on behalf of
the Company, and the Rights Agent is willing to so act, in connection with the
Rights;
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. Capitalized terms used herein
and not otherwise defined shall have the same meaning as set forth in the
Plan. For purposes of this Agreement, the following terms have the meanings
indicated:
"Business Day" shall mean any day other than a Saturday, Sunday, or a
day on which banking institutions in the State of New York or the State of
Illinois are authorized or obligated by law or executive order to close.
"Class C-5A Interests" shall mean holders of Interests in Class C-5
as provided in the Plan.
"Class C-5B Subordinated Claims" shall mean holders of Subordinated
Claims in Class C-5 as provided in the Plan.
"Close of Business" on any given date shall mean 5:00 P.M., Chicago,
Illinois time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 P.M., Chicago, Illinois time, on the next
succeeding Business Day.
"Code" shall have the meaning set forth in Section 24(a) hereof.
"Company" shall have the meaning set forth in the introductory
paragraph hereof.
"Creditor Distribution Record Date" shall have the meaning set forth
in Section 4(c) hereof.
"Disputed Claims Reserve" shall have the meaning set forth in the
Plan.
"Disputed Rights" shall have the meaning set forth in Section
3(a)(iii) hereof.
"Distributions to Creditors' shall have the meaning set forth in
Exhibit A hereto.
"Effective Date" shall mean August 12, 2002.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Form W-8" shall have the meaning set forth in Section 24(a) hereof.
"Fractional Share Amount" shall have the meaning set forth in Section
13(b) hereof.
"New Common Shares" shall mean the shares of common stock, par value
$0.01 per share, of the Company issued on or after the Effective Date.
"Person" shall mean any individual, firm, corporation, partnership,
limited partnership, limited liability partnership, business trust, limited
liability company, unincorporated association or other entity, and shall
include any successor (by merger or otherwise) of such entity.
"Right" or "Rights" shall mean freely transferable rights to receive
Rights Distributions. Each Right shall entitle the holder thereof to receive a
pro rata share of the Rights Distributions as set forth in Exhibit C-2 to the
Plan.
"Rights Agent" shall (i) have the meaning set forth in the
introductory paragraph hereof, (ii) mean any successor or replacement to
Mellon Investor Services LLC as provided in Sections 16 and 18 hereof or (iii)
any additional Person appointed pursuant to Section 2 hereof.
"Right Certificate" shall mean a certificate evidencing a Right in
substantially the form of Exhibit B hereto.
"Rights Distributions" shall mean any distributions from the Company
of cash and/or New Common Shares (including distributions in respect of New
Common Shares) to which the holders of the Rights are entitled pursuant to the
terms of the Plan, including without limitation the Rights Terms Exhibit.
"Rights Distribution Record Date" shall mean the record date
established by the Company for a Rights Distribution to be made to the holders
of Rights established pursuant to Section 4(d) hereof.
"Rights Registry" shall have the meaning set forth in Section 8(b)
hereof.
"Rights Terms Exhibit" shall mean the Contingent Equity Distribution
Agreement set forth as Exhibit C-2 to the Plan and attached hereto as Exhibit A.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Treasury Regulations" shall have the meaning set forth in Section
24(a) hereof.
Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents
as it may deem necessary or desirable upon ten (10) days prior written notice
to the Rights Agent. The Rights Agent shall have no duty to supervise, and in
no event shall be liable for, the acts or omissions of any such co-Rights
247508
|
Comdisco Holding
As referenced in this Rights Agent Agreement:
COMDISCO HOLDING – ch338801.txt
{DESCRIPTION}EXHIBIT 4.5 - RIGHTS AGENT AGREEMENT
{TEXT}
EXHIBIT 4.5
EXECUTION COPY
------------------------------------------------------------------------------
COMDISCO HOLDING COMPANY, INC.
and
MELLON INVESTOR SERVICES LLC
as Rights Agent
Rights Agent Agreement
Dated as
_____________
Comdisco
Holding – Table}
{Page}
RIGHTS AGENT AGREEMENT
Rights Agent Agreement, dated as of August 12, 2002, between Comdisco
Holding Company, Inc., a Delaware corporation (the "Company"), and Mellon
Investor Services LLC, a New Jersey
_____________
Comdisco Holding – prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:
Comdisco Holding Company, Inc.
6111 North River Road
Rosemont, Illinois 60018-5159
Attention: Controller
Facsimile: (847) 518-
_____________
Comdisco Holding – Road
Rosemont, Illinois 60018-5159
Attention: Controller
Facsimile: (847) 518-5440
with a copy to:
Comdisco Holding Company, Inc.
6111 North River Road
Rosemont, Illinois 60018-5159
Attention: General Counsel
Facsimile: (847)
_____________
COMDISCO HOLDING – hereunder affixed and attested, all as of the day and year first above
written.
Attest: COMDISCO HOLDING COMPANY, INC.
/s/ Gina M. Andreatti By: /s/ Ronald C. Mishler
--------------------- --------------------------------
Name: Ronald C. Mishler
_____________
dt 74461
;
 Mellon Investor
As referenced in this Rights Agent Agreement:
MELLON INVESTOR SERVICES – 5 - RIGHTS AGENT AGREEMENT
{TEXT}
EXHIBIT 4.5
EXECUTION COPY
------------------------------------------------------------------------------
COMDISCO HOLDING COMPANY, INC.
and
MELLON INVESTOR SERVICES LLC
as Rights Agent
Rights Agent Agreement
Dated as of August 12, 2002
------------------------------------------------------------------------------
{Page}
{Table}
_____________
Mellon
Investor Services – of August 12, 2002, between Comdisco
Holding Company, Inc., a Delaware corporation (the "Company"), and Mellon
Investor Services LLC, a New Jersey limited liability company, as rights agent
(the "Rights Agent").
WHEREAS, on
_____________
Mellon Investor Services – meaning set forth in the
introductory paragraph hereof, (ii) mean any successor or replacement to
Mellon Investor Services LLC as provided in Sections 16 and 18 hereof or (iii)
any additional Person appointed
_____________
Mellon Investor Services, – postage prepaid, addressed (until another address is filed in writing with the
Company) as follows:
Mellon Investor Services, LLC
150 N. Wacker Drive - Suite 2120
Chicago, Il 60606
Attention: Relationship Manager
Facsimile: (
_____________
Mellon Investor Services – 2120
Chicago, Il 60606
Attention: Relationship Manager
Facsimile: (312) 704-7112
with a copy to:
Mellon Investor Services LLC
85 Challenger Road
Ridgefield Park, NJ 07660-2108
Attention: General Counsel
Facsimile: (201) 296-
_____________
dt 73120
;
|
 Skadden
As referenced in this Rights Agent Agreement:
Skadden, Arps – Rosemont, Illinois 60018-5159
Attention: General Counsel
Facsimile: (847) 518-5478
with a copy to:
Skadden, Arps , Slate, Meagher & Flom (llinois)
333 West Wacker Drive
Chicago, IL 60606
Attention: L. Byron
_____________
dt 75217
|
Preview
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Rights Agent Agreement [Form]
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FORM OF RIGHTS AGENT AGREEMENT
This Rights Agent Agreement (this "Agreement"), dated as of ________
__, 2003, is by and between XO Communication, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, a New York Corporation
(the "Rights Agent"). Certain capitalized terms used in this Agreement but not
otherwise defined herein have the meanings set forth in the Third Amended Plan
of Reorganization under Chapter 11 of the Bankruptcy Code of XO Communications,
Inc. (the "Company"), dated July 22, 2002 (as confirmed by a Confirmation Order
entered by the Bankruptcy Court for the Southern District of New York on
November 15, 2002, the "Plan").
WITNESSETH:
WHEREAS, the Rights Agent is currently the Transfer Agent and Registrar
for the Company in respect of its common stock, par value $0.01 per share (the
"New Common Stock");
WHEREAS, the Company proposes to commence a two stage rights offering
(the "Rights Offering") with three classes of nontransferable rights and one
class of transferable rights to purchase, in the aggregate, up to 43,333,333
shares (the "Rights Shares") of New Common Stock at a price of $5.00 per share
(the "Subscription Price") to (a) in the case of Subscription Rights (as defined
below), to the (i) holders of pre-petition general unsecured claims and
pre-petition senior notes, (ii) holders of pre-petition class A common stock and
(iii) holders of pre-petition subordinated notes, pre-petition preferred stock
and pre-petition class C common stock and (b) in the case of Transferable Rights
(as defined below), if any, to the holders of pre-petition senior secured lender
claims, as of the close of business on November 15, 2002 (the "Record
Date")(collectively, the "Subscription Holders");
WHEREAS, the Company proposes to distribute class A subscription rights
(each a "Class A Right") to the holders of pre-petition general unsecured claims
and pre-petition senior notes in a BLUE class A rights certificate (the "Class A
Certificate") with the number of guaranteed rights to purchase one share of New
Common Stock ("Firm Subscription Rights") allocated to each class A rights
certificate printed in the upper right hand corner of the front of each BLUE
certificate;
WHEREAS, the Company proposes to distribute class B subscription rights
(each a "Class B Right") to the holders of pre-petition class A common stock in
a GREEN class B rights certificate (the "Class B Certificate") with the number
of shares of pre-petition common stock giving rise to the rights in question
(the "Underlying Common Rights") printed in the front upper right hand corner of
each GREEN certificate under the number of firm subscription rights.
WHEREAS, the Company proposes to distribute class C subscription rights
(each a "Class C Right", and together with the Class A Rights and Class B
Rights, the "Subscription Rights") to the holders of pre-petition subordinated
notes, pre-petition preferred stock and pre-petition class C common stock in a
RED class C rights certificate (the "Class C Certificate" and together with the
Class A Certificate and the Class B Certificate the "Subscription Certificates")
1
{PAGE}
with the number "--1--" printed in the upper right hand corner of the front of
each RED certificate, which represents only the right to exercise
oversubscription rights;
WHEREAS, the Company proposes to distribute transferable rights (the
"Transferable Rights", together with the Subscription Rights, the "Rights") in
transferable rights certificates (the "Transferable Certificates, and together
with the Subscription Certificates, the "Certificates") to purchase any Rights
Shares not purchased in the Rights Offering to its senior secured lenders at an
exercise price of $5.00 per share;
WHEREAS, the Transferable Rights will expire on the first day of
business after the 29th day after the Transferable Certificates are issued (the
"Transferable Rights Expiration Date");
WHEREAS, the Rights Offering will expire on the first day of business
after the 29th day after the Transferable Rights Certificates are issued (the
"Subscription Rights Expiration Date");
WHEREAS, the Company has filed a registration statement relating to the
Rights and the Rights Shares with the Securities and Exchange Commission under
the Securities Act of 1933 (the "Act") on July 22, 2003 (in the form in which it
first becomes effective under the Act and as it may thereafter be amended, the
"Registration Statement"), which Registration Statement will include a final
prospectus containing the terms of the Rights Offering (the "Final Prospectus");
WHEREAS, the Company desires the Right Agent to perform certain acts on
behalf of the Company and the Right Agent desires to so act, in connection with
distribution of the Subscription Certificates, transfers, if any, of the same
and recordation of such transfers, the issuance and exercise of the Rights to
subscribe therein set forth, and the coordination with MacKenzie Partners, Inc.
(the "Information Agent") in order to fully inform the ultimate beneficial
Subscription Holders of the Rights Offering, all upon the terms and subject to
the conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereby agree as follows:
Section 1. Appointment of Rights Agent. The Company hereby appoints
and authorizes the Rights Agent to act on its behalf in accordance with the
provisions hereof, and the Rights Agent hereby accepts such appointment and
agrees to so act. In connection with the foregoing appointment as Rights Agent,
the Company hereby also appoints the Rights Agent as Transfer Agent and as
Registrar of the Company for the Certificates and the New Common Stock to be
issued pursuant to the Rights, to act as provided herein and as is otherwise
customary in such capacities. The Rights Agent acknowledges that the Information
Agent will assist the Rights Agent in connection with certain aspects of the
Rights Offering as described in the Final Prospectus.
(b) Certificates. (a) The Rights Agent shall, from a list
of the Company's Subscription Holders on the Record Date (which list
shall either be prepared by the Rights Agent in its capacity as
Transfer Agent and Registrar for the Common Stock or
2
{PAGE}
from a list provided by the Company), prepare and record Subscription
Certificates in the names of the Subscription Holders of the Company as
of the Record Date, setting forth the number of Subscription Rights to
subscribe to Common Stock calculated in accordance with the Final
Prospectus: provided, however, that the number of (i) Firm Subscription
Rights, in the case of holders of class A rights or (ii) Underlying
Common Rights, in the case of holders of class B rights, will be
rounded down to the nearest whole number and no fractional Firm
Subscription Rights will be issued. All questions as to the validity
and eligibility of any rounding shall be determined by the Company in
its sole discretion, and its determination shall be final and
binding.The Rights Agent shall, from a list provided to the Rights
Agent by the Company, prepare and record Transferable Certificates, if
any, in the names of the holders of senior secured indebtedness of the
Company as of the Record Date (the "Transferable Holders"), setting
forth the pro rata share of Transferable Rights for each holder:
provided, however, that the number of Firm Subscription Rights in each
Transferable Certificate, will be rounded down to the nearest whole
number and no fractional Firm Subscription Rights will be issued. All
questions as to the validity and eligibility of any rounding shall be
determined by the Company in its sole discretion, and its determination
shall be final and binding.
(c) Reference is made to the Final Prospectus for a
complete description of the Rights.
(d) The Certificates shall be executed on behalf of the
Company by its President or Chief Financial Officer and by its
Secretary or Assistant Secretary by facsimile signature. Upon written
notice from the Company executed by its Chairman, President, Chief
Financial Officer, any Vice President, Secretary or Assistant Secretary
as to the effective date of the Registration Statement, the Rights
Agent shall as promptly as practicable deliver the Certificates,
together with a copy of the Prospectus, Instructions for Completing
Subscription Certificates and all other ancillary documents relating to
the Rights Offering, to all eligible participants as of the Record
Date. The forms of Subscription Certificates, Instructions for
Completing Subscription Certificates and Oversubscription Election Form
are attached hereto as Exhibits A-1, A-2 and A-3, B and C,
respectively. Forms of certificates for Transferable Rights and
instructions therefore are attached hereto as Exhibits D and E
respectively. If an officer whose signature has been placed upon a
Certificate shall cease to hold such office at any time thereafter,
such event shall have no effect on the validity of such Certificate.
(e) The Rights Agent shall keep or cause to be kept, at
its principal offices in New York, New York, books for registration of
the Rights hereunder. Such books shall show the names and addresses of
the respective holders of the Rights and the number of Rights evidenced
by each outstanding Certificate.
Section 2. Division of Certificates; Lost, Stolen, Mutilated
or Destroyed Certificates.
(a) A bank, trust company, securities dealer or broker
who receives Subscription Rights for more than one beneficial owner may
not exchange its
3
{PAGE}
Subscription Certificate to obtain Subscription Certificates for the
number of Rights which each such beneficial owner would have been
entitled to receive had each been the holder of record of such shares
on the Record Date. A bank, trust company, securities dealer or broker
who receives Subscription Rights must exercise its Subscription
Certificates on behalf of its beneficial holders.
(b) A bank, trust company, securities dealer or broker
holding Transferable Rights for more than one beneficial owner may, by
submitting a written request by 5:00 p.m., New York City time five
372168
|
XO
As referenced in this Rights Agent Agreement [Form]:
XO Communications,
Inc – terms used in this Agreement but not
otherwise defined herein have the meanings set forth in the Third Amended Plan
of Reorganization under Chapter 11 of the Bankruptcy Code of XO Communications,
Inc . (the "Company"), dated July 22, 2002 (as confirmed by a Confirmation Order
entered by the Bankruptcy Court for the Southern District of New York on
November 15, 2002, the "
_____________
XO Communications, Inc – 22. Notices. All notices and other communications
provided for or permitted hereunder shall be made by hand delivery,
prepaid first class mail or telecopier:
(a) If to the Company, to:
XO Communications, Inc .
11111 Sunset Hills Road
Reston, Virginia 20190
Attn: Legal Department
(b) If to the Rights Agent, to:
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York
_____________
XO COMMUNICATIONS, INC – PAGE}
Section 27. Counterparts. This Agreement may be executed by
the parties hereto on separate counterparts, which counterparts taken together
will be deemed to constitute one and the same instrument.
XO COMMUNICATIONS, INC .
By:
---------------------------------
Name:
Title:
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By:
---------------------------------
Name:
Title:
13
{/TEXT}
{/DOCUMENT}
_____________
dt 1482295
| |
Preview
Full Doc
| 2002 |
Rights Agent Agreement
Rights Agent Agreement (79K)
Doc #247537: Click preview link for longer preview.
COMDISCO HOLDING COMPANY, INC.
and
MELLON INVESTOR SERVICES LLC
as Rights Agent
Rights Agent Agreement
Dated as of August 12, 2002
______________________________________________________________________________
{PAGE}
{TABLE}
TABLE OF CONTENTS
-----------------
{CAPTION}
{S} {C} {C}
Section 1. Certain Definitions.........................................................................1
Section 2. Appointment of Rights Agent.................................................................1
Section 3. Issuance of Right Certificates..............................................................1
Section 4. Rights Distributions........................................................................1
Section 5. Release of Rights Distributions from Disputed Claims Reserve................................1
Section 6. Calculation of Recovery Percentages and Amount of Rights Distribution.......................1
Section 7. Form of Right Certificates..................................................................1
Section 8. Countersignature and Registration...........................................................1
Section 9. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates................................................1
Section 10. Cancellation and Destruction of Right Certificates..........................................1
Section 11. Status and Availability of Rights and New Common Shares.....................................1
Section 12. Common Shares Record Date...................................................................1
Section 13. Fractional Rights and Fractional Shares.....................................................1
Section 14. Agreement of Right Holders..................................................................1
Section 15. Concerning the Rights Agent.................................................................1
Section 16. Merger or Consolidation or Change of Name of Rights Agent...................................1
Section 17. Duties of Rights Agent......................................................................1
Section 18. Change of Rights Agent......................................................................1
Section 19. Notices.....................................................................................1
Section 20. Supplements and Amendments..................................................................1
Section 21. Successors..................................................................................1
Section 22. Benefits of this Agreement..................................................................1
Section 23. Plan and Rights Terms Exhibit...............................................................1
Section 24. Tax Reporting; Withholding..................................................................1
Section 25. Severability................................................................................1
Section 26. Governing Law...............................................................................1
Section 27. Counterparts................................................................................1
Section 28. Descriptive Headings........................................................................1
{/TABLE}
{PAGE}
RIGHTS AGENT AGREEMENT
----------------------
Rights Agent Agreement, dated as of August 12, 2002, between Comdisco
Holding Company, Inc., a Delaware corporation (the "Company"), and Mellon
Investor Services LLC, a New Jersey limited liability company, as rights agent
(the "Rights Agent").
WHEREAS, on July 30, 2002, Comdisco, Inc., a wholly-owned subsidiary
of the Company ("Comdisco"), adopted, and the United States Bankruptcy Court
for the Northern District of Illinois, Eastern Division (the "Court")
approved, the First Amended Joint Plan of Reorganization of Comdisco, Inc. and
Its Affiliated Debtors, as amended and confirmed (the "Plan");
WHEREAS, pursuant to the Plan, the Company has authorized and will
issue to holders of (i) Allowed Class C-5A Interests and (ii) Allowed Class
C-5B Subordinated Claims freely transferable rights (the "Rights" and each, a
"Right") to receive certain distributions to be made by the Company of cash or
shares of Common Stock, $.01 par value, of the Company ("New Common Shares")
or a combination of cash and New Common Shares as set forth in the Plan (the
distributions to be made to the holders of the Rights hereunder to be referred
to as "Rights Distributions");
WHEREAS, pursuant to the Plan, as of the Effective Date, one Right
shall be issuable for each share of common stock constituting Old Equity and
cancelled pursuant to the Plan (the "Cancelled Common Stock") that was held by
each holder of Allowed Class C-5A Interests and each share of Cancelled Common
Stock that was held by, and the subject of a Claim by, each holder of Class
C-5B Subordinated Claims at the Close of Business on the Effective Date;
provided, however, that notwithstanding anything to the contrary herein, no
duplicate Rights will be issued in the event that any shares of Cancelled
Common Stock are the subject of both Allowed Class C-5A Interests and Class
C-5B Subordinated Claims;
WHEREAS, the administration and processing of the Rights
Distributions and other matters in connection with the Rights will involve
substantial administration;
WHEREAS, the Company desires that the Rights Agent act on behalf of
the Company, and the Rights Agent is willing to so act, in connection with the
Rights;
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. Capitalized terms used herein
and not otherwise defined shall have the same meaning as set forth in the
Plan. For purposes of this Agreement, the following terms have the meanings
indicated:
"Business Day" shall mean any day other than a Saturday, Sunday, or a
day on which banking institutions in the State of New York or the State of
Illinois are authorized or obligated by law or executive order to close.
"Class C-5A Interests" shall mean holders of Interests in Class C-5
as provided in the Plan.
"Class C-5B Subordinated Claims" shall mean holders of Subordinated
Claims in Class C-5 as provided in the Plan.
"Close of Business" on any given date shall mean 5:00 P.M., Chicago,
Illinois time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 P.M., Chicago, Illinois time, on the next
succeeding Business Day.
"Code" shall have the meaning set forth in Section 24(a) hereof.
"Company" shall have the meaning set forth in the introductory
paragraph hereof.
"Creditor Distribution Record Date" shall have the meaning set forth
in Section 4(c) hereof.
"Disputed Claims Reserve" shall have the meaning set forth in the Plan.
"Disputed Rights" shall have the meaning set forth in Section 3(a)(iii)
hereof.
"Distributions to Creditors' shall have the meaning set forth in
Exhibit A hereto.
"Effective Date" shall mean August 12, 2002.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Form W-8" shall have the meaning set forth in Section 24(a) hereof.
"Fractional Share Amount" shall have the meaning set forth in Section
13(b) hereof.
"New Common Shares" shall mean the shares of common stock, par value
$0.01 per share, of the Company issued on or after the Effective Date.
"Person" shall mean any individual, firm, corporation, partnership,
limited partnership, limited liability partnership, business trust, limited
liability company, unincorporated association or other entity, and shall
include any successor (by merger or otherwise) of such entity.
"Right" or "Rights" shall mean freely transferable rights to receive
Rights Distributions. Each Right shall entitle the holder thereof to receive a
pro rata share of the Rights Distributions as set forth in Exhibit C-2 to the
Plan.
"Rights Agent" shall (i) have the meaning set forth in the
introductory paragraph hereof, (ii) mean any successor or replacement to
Mellon Investor Services LLC as provided in Sections 16 and 18 hereof or (iii)
any additional Person appointed pursuant to Section 2 hereof.
"Right Certificate" shall mean a certificate evidencing a Right in
substantially the form of Exhibit B hereto.
"Rights Distributions" shall mean any distributions from the Company
of cash and/or New Common Shares (including distributions in respect of New
Common Shares) to which the holders of the Rights are entitled pursuant to the
terms of the Plan, including without limitation the Rights Terms Exhibit.
"Rights Distribution Record Date" shall mean the record date
established by the Company for a Rights Distribution to be made to the holders
of Rights established pursuant to Section 4(d) hereof.
"Rights Registry" shall have the meaning set forth in Section 8(b)
hereof.
"Rights Terms Exhibit" shall mean the Contingent Equity Distribution
Agreement set forth as Exhibit C-2 to the Plan and attached hereto as Exhibit A.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Treasury Regulations" shall have the meaning set forth in Section
24(a) hereof.
Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents
as it may deem necessary or desirable upon ten (10) days prior written notice
to the Rights Agent. The Rights Agent shall have no duty to supervise, and in
no event shall be liable for, the acts or omissions of any such co-Rights
247537
|
Comdisco Holding
As referenced in this Rights Agent Agreement:
COMDISCO HOLDING – txt
{DESCRIPTION}EX 1.1 RIGHTS AGENT AGREEMENT
{TEXT}
EXHIBIT 1.1
EXECUTION COPY
______________________________________________________________________________
COMDISCO HOLDING COMPANY, INC.
and
MELLON INVESTOR SERVICES LLC
as Rights Agent
Rights Agent Agreement
Dated as
_____________
Comdisco
Holding – TABLE}
{PAGE}
RIGHTS AGENT AGREEMENT
----------------------
Rights Agent Agreement, dated as of August 12, 2002, between Comdisco
Holding Company, Inc., a Delaware corporation (the "Company"), and Mellon
Investor Services LLC, a New Jersey
_____________
Comdisco Holding – prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:
Comdisco Holding Company, Inc.
6111 North River Road
Rosemont, Illinois 60018-5159
Attention: Controller
Facsimile: (847) 518-
_____________
Comdisco Holding – Road
Rosemont, Illinois 60018-5159
Attention: Controller
Facsimile: (847) 518-5440
with a copy to:
Comdisco Holding Company, Inc.
6111 North River Road
Rosemont, Illinois 60018-5159
Attention: General Counsel
Facsimile: (847)
_____________
COMDISCO HOLDING – affixed and attested, all as of the day and year first above
written.
Attest: [SEAL] COMDISCO HOLDING COMPANY, INC.
/s/ Gina M. Andreotti /s/ Ronald C. Mishler
_______________________ By: _______________________________
Name: Ronald
_____________
dt 74473
;
Mellon Investor
As referenced in this Rights Agent Agreement:
MELLON INVESTOR SERVICES – RIGHTS AGENT AGREEMENT
{TEXT}
EXHIBIT 1.1
EXECUTION COPY
______________________________________________________________________________
COMDISCO HOLDING COMPANY, INC.
and
MELLON INVESTOR SERVICES LLC
as Rights Agent
Rights Agent Agreement
Dated as of August 12, 2002
______________________________________________________________________________
{PAGE}
{
_____________
Mellon
Investor Services – of August 12, 2002, between Comdisco
Holding Company, Inc., a Delaware corporation (the "Company"), and Mellon
Investor Services LLC, a New Jersey limited liability company, as rights agent
(the "Rights Agent").
WHEREAS, on
_____________
Mellon Investor Services – meaning set forth in the
introductory paragraph hereof, (ii) mean any successor or replacement to
Mellon Investor Services LLC as provided in Sections 16 and 18 hereof or (iii)
any additional Person appointed
_____________
Mellon Investor Services, – postage prepaid, addressed (until another address is filed in writing with the
Company) as follows:
Mellon Investor Services, LLC
150 N. Wacker Drive - Suite 2120
Chicago, Il 60606
Attention: Relationship Manager
Facsimile: (
_____________
Mellon Investor Services – 2120
Chicago, Il 60606
Attention: Relationship Manager
Facsimile: (312) 704-7112
with a copy to:
Mellon Investor Services LLC
85 Challenger Road
Ridgefield Park, NJ 07660-2108
Attention: General Counsel
Facsimile: (201) 296-
_____________
dt 73123
;
|
Skadden
As referenced in this Rights Agent Agreement:
Skadden, Arps – Rosemont, Illinois 60018-5159
Attention: General Counsel
Facsimile: (847) 518-5478
with a copy to:
Skadden, Arps , Slate, Meagher & Flom (llinois)
333 West Wacker Drive
Chicago, IL 60606
Attention: L. Byron
_____________
dt 75226
|
Preview
Full Doc
| 2002 |
Rights Agent Agreement
Rights Agent Agreement (37K)
Doc #320804: Click preview link for longer preview.
RIGHTS AGENT AGREEMENT
Between
PHARMACEUTICAL FORMULATIONS, INC.
a Delaware corporation
and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated: May __, 2002
ARTICLE I - RIGHTS AGENT
1
1.1. Appointment as Rights Agent
1
1.2. Form of Subscription Certificates
1
1.3. Issuance of Subscription Certificates
2
1.4. Exercise of Rights
2
1.5. Over-Subscription Procedures
4
1.6. Rules Applicable to Exercise
4
1.7. Transfer of . . .
320804
|
PFI
As referenced in this Rights Agent Agreement:
PHARMACEUTICAL FORMULATIONS, INC –
EXHIBIT 99.8
EX-99 11 pfi-ex998_050602.htm EXHIBIT 99.8
Exhibit 99.8
RIGHTS AGENT AGREEMENT
Between
PHARMACEUTICAL FORMULATIONS, INC .
a Delaware corporation
and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated: May __, 2002
ARTICLE I - RIGHTS AGENT
1
1.1. Appointment as
_____________
PHARMACEUTICAL FORMULATIONS, INC – 12
3.10. Successors
12
Signature
15
RIGHTS AGENT AGREEMENT
RIGHTS AGENT AGREEMENT ("Agreement") dated as of May __, 2002, by and between PHARMACEUTICAL FORMULATIONS, INC .., a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (referred to herein, variously, as "Continental," or
_____________
Pharmaceutical Formulations, Inc – interest-bearing escrow account with Continental, as Escrow Agent, which escrow account shall be entitled "Continental Stock Transfer and Trust Company Subscription Agent Pharmaceutical Formulations, Inc ." (the "Escrow Account"). Subscribers in the Offerings shall be directed to make checks for subscriptions payable to the order of the Rights
_____________
PHARMACEUTICAL FORMULATIONS, INC – the registered holder of any Right to the Company, shall be sufficiently given if sent by first-class mail, postage prepaid, as follows:
PHARMACEUTICAL FORMULATIONS, INC .
460 Plainfield Avenue
Edison, NJ 08818
Attn.: Walter Kreil
and a copy thereof to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New
_____________
PHARMACEUTICAL FORMULATIONS, INC – successors and assigns hereunder.
[SIGNATURE PAGE FOLLOWS}
IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.
PHARMACEUTICAL FORMULATIONS, INC .
By:
Name: Walter Kreil
Title: Vice President
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
as Rights Agent
By:
Name: William F. Seegraber
Title: Vice
_____________
dt 588302
;
|
Stroock
As referenced in this Rights Agent Agreement:
Stroock – class mail, postage prepaid, as follows:
PHARMACEUTICAL FORMULATIONS, INC.
460 Plainfield Avenue
Edison, NJ 08818
Attn.: Walter Kreil
and a copy thereof to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
Attn.: David Lowden
Any notice pursuant to this Agreement to
_____________
Stroock – postage prepaid, as follows:
PHARMACEUTICAL FORMULATIONS, INC.
460 Plainfield Avenue
Edison, NJ 08818
Attn.: Walter Kreil
and a copy thereof to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
Attn.: David Lowden
Any notice pursuant to this Agreement to be given
_____________
dt 695532
|
| Full Doc
| 2001 |
Rights Agent Agreement
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888833
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Preview
Full Doc
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Rights Agent Agreement
Rights Agent Agreement (30K)
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<DESCRIPTION>FORM OF RIGHTS AGENT AGREEMENT
<TEXT>
RIGHTS AGENT AGREEMENT
This RIGHTS AGREEMENT ("Agreement") is made and entered into as of April
___, 2001, by and between Intelli-Check, Inc., a Delaware corporation (the
"Company") and Continental Stock Transfer & Trust Company (the "Rights Agent").
RECITALS
A. The Company has (i) declared a dividend of rights ( . . .
1122910
|
Intelli-Check
As referenced in this Rights Agent Agreement:
Intelli-Check, Inc. – DESCRIPTION>FORM OF RIGHTS AGENT AGREEMENT
<TEXT>
RIGHTS AGENT AGREEMENT
This RIGHTS AGREEMENT ("Agreement") is made and entered into as of April
___, 2001, by and between Intelli-Check, Inc. , a Delaware corporation (the
"Company") and Continental Stock Transfer & Trust Company (the "Rights Agent").
RECITALS
A. The Company has (i) declared a dividend of rights (each a "Right")
_____________
Intelli-Check, Inc. – 00 p.m. New York Time on or before the Expiration Date. Checks or money orders
should be made payable to "Continental Stock Transfer & Trust Company as Agent
for Intelli-Check, Inc. " in United States Dollars.
4.2. A Rightsholder may exercise his or her Rights only to the
extent such Rightsholder maintains continuous ownership (of record or
beneficially) of the
_____________
Intelli-Check, Inc. – or
wire transfer of funds to the account maintained by the Rights Agent for such
purpose payable to the order of Continental Stock Transfer & Trust Company as
Agent for Intelli-Check, Inc. The Exercise Price will be deemed to have been
received by the Rights Agent only upon (i) clearance of any uncertified check,
(ii) receipt by the Rights Agent of
_____________
Intelli-Check, Inc. – to the address of the
person to receive such notice, or (iv) if given by telecopy, when sent. Notices
shall be given at the following address:
If to the Company: Intelli-Check, Inc.
246 Crossways Park West
Woodbury, NY 11797
If to the Rights Agent: Continental Stock Transfer Trust Company
2 Broadway
New York, New York 10004
Attention: Compliance Department
14.2.
_____________
INTELLI-CHECK, INC. – laws of the State of New York.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed as of the date first above written.
INTELLI-CHECK, INC.
a Delaware Corporation
By:____________________________________
Frank Mandelbaum
Chairman and Chief Executive Officer
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By:____________________________________
-15-
</TEXT>
</DOCUMENT>
|
