Morris. Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel to the Bank, the Transferor and the Issuer, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that:
Morris. James, Xxxxxxxx & Xxxxxxxx, special Delaware counsel to the Resident Trustee and the Owner Trust, substantially in the form of Exhibit A-5;
Morris. Xxxx x xxxx xx:
Morris. Its Controller Technical/Sales Director ------------- Director of Bontex Maxcomm, Inc.
Morris. James, Hitchens and Xxxxxxxx, special Delaware counsel to the Offerors, shall have furnished to the Underwriters their signed opinion, dated as of Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to such counsel, to the effect that:
Morris. Esq. Gerald Fels ----------------------------- ---------------------------------- Name Name Vice President & General Counsel EVP --------------------------------- ---------------------------------- Title Title 12/23/96 12/23/1996 -------------------------------- ---------------------------------- Date Date ADDENDUM E TO MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT BETWEEN ISI SYSTEMS, INC. ("ISI") AND COMMERCE INSURANCE COMPANY ("COMPANY") DATED JANUARY 1, 1992 The parties agree that this Addendum E ("Addendum") modifies the Massachusetts Insurance Processing Service Agreement ("Agreement") dated effective January 1, 1992 between the aforementioned parties and forms an integral part of the Agreement. All terms defined elsewhere in the Agreement and not otherwise defined in this Addendum E shall have the meanings given to them in the Agreement.
Morris. Esq. Gerald Fels ------------------------------------ ------------------------------ Name Name Vice President & General Counsel Executive Vice President ------------------------------------ ------------------------------ Title Title
Morris. Neil Lande, Custodian for Lynne Lande, Stephen Xxxxx, Xxxx Lande, and Xxroxxxx Xxxxx _________________________________ John E. Drury _________________________________ George L. Ball _________________________________ John M. O'Quinn _________________________________ Nolan Ryan _________________________________ Roger P. Lindstedt _________________________________ Ray C. Childress _________________________________ Kara S. Chudress _________________________________ Morton A. Cohn _________________________________ Michael S. Chadwick _________________________________ Laura K. Sanders _________________________________ Quinlan Quiros Schnitzer 6 Exhibit B NO.* THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE (COLLECTIVELY, THE "ACTS"). NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGIS~ON STATEMENT WITH RESPECT HERETO UNDER ALL OF THE APPLICABLE ACTS, OR AN OPIMON OF COUNSEL SATISFACTORY TO WATERMARC FOOD MANAGEMENT CO. TO THE EFFECT THAT SUCH REGIS~ONS ARE NOT REQUIRED. THIS WARRANT IS SUBJECT TO OTHER LIMITATIONS ON TRANSFER. WARRANT to Purchase Common Stock of WATERMARC FOOD MANAGEMENT CO. Expiring on August 31, 2003 THIS IS TO CERTIFY THAT, for value received,*, or permitted assigns, is entitled to purchase from WATERMARC FOOD MANAGEMENT CO., a Texas corporation (the "Company"), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $0.25 (as adjusted pursuant to the terms of this Warrant, the "Exercise Price'1), * shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, $.05 par value, of the Company (the '1Common Stock"), and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., Houston Time, on August 31, 2003; provided, however, if the Company pays in full all outstanding principal and interest on its 12% Subordinated Notes (the "Notes") issued pursuant to the Purchase Agreement dated December 19, 1994, as amended (the "Purchase Agreement"), on or before December 31, 1999, this warrant shall expire on the later of (i) December 31, 1999, or (ii) the date...
Morris. James, Hitchens & Xxxxxxxx LLP
Morris. Borrowex: XXXY Enterprises, Inc. 1301 West 400 North Oxxx, XX 00000 Xxxxxxxxx: Xxxx Xxxxpack, CFO
