Avatex Funding Inc Sample Contracts

Avatex Funding Inc – AMENDMENT NO. 1 TO (November 1st, 1999)

AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT This AMENDMENT No. 1 is made as of October 19, 1999 (this "Amendment"), among Elliott Associates, L.P. ("Elliott"), Westgate International, L.P. ("Westgate"), Martley International, Inc. ("Martley"), Moses Marx ("Marx"), Momar Corporation ("Momar") and United Equities Commodities Company ("United Equities"), and Avatex Corporation, a Delaware corporation ("Avatex"). Elliott, Westgate, Martley, Marx, Momar and United Equities, are referred to herein collectively as the "Stockholders." W I T N E S S E T H: WHEREAS, the Stockholders and Avatex wish to amend that certain Stockholders' Agreement, dated as of June 18, 1999, among Avatex and the Stockholders (herein referred to as the "Stockholders' Agreement") to correct the number of shares that were beneficially owned by Marx as of the date of the Stockholders' A

Avatex Funding Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (October 13th, 1999)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated and effective as of September 1, 1999, is entered into by and between Avatex Corporation (the "Company"), and Robert H. Stone ("Employee"). The Company and Employee hereby agree that this Amendment amends the Employment Agreement dated and effective as of November 12, 1996, as amended by the Amendment to Employment Agreement dated and effective as of February 1, 1998, by and between the Company and Employee (the "Agreement"), as follows: 1. Section 1 of the Agreement is hereby amended by changing the date specified therein to January 31, 2002. 2. Section 3(a) of the Agreement is hereby amended by changing the minimum monthly base salary specified in the first sentence therein to $19,166.67. 3. Sections 4(d)(i) and (ii) of the Agreement are hereby deleted in their entirety and replaced with the following

Avatex Funding Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (October 13th, 1999)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated and effective as of September 1, 1999, is entered into by and between Avatex Corporation (the "Company"), and John G. Murray ("Employee"). The Company and Employee hereby agree that this Amendment amends the Employment Agreement dated and effective as of February 1, 1998, by and between the Company and Employee (the "Agreement"), as follows: 1. Section 1 of the Agreement is hereby amended by changing the date specified therein to January 31, 2002. 2. Section 3(a) of the Agreement is hereby amended by changing the minimum monthly base salary specified in the first sentence therein to $19,166.67. 3. Sections 4(d)(i) and (ii) of the Agreement are hereby deleted in their entirety and replaced with the following: (i) At Employee's option, (x) a single lump sum severance payment equ

Avatex Funding Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (October 13th, 1999)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated and effective as of September 1, 1999, is entered into by and between Avatex Corporation (the "Company"), and Grady E. Schleier ("Employee"). The Company and Employee hereby agree that this Amendment amends the Employment Agreement dated and effective as of November 12, 1996, as amended by the Amendment to Employment Agreement dated and effective as of February 1, 1998, by and between the Company and Employee (the "Agreement"), as follows: 1. Section 1 of the Agreement is hereby amended by changing the date specified therein to January 31, 2002. 2. The first sentence of Section 2 of the Agreement is hereby deleted and replaced with the following sentence: The Company hereby employs Employee to serve as Senior Vice President, Chief Financial Officer and Treasurer. 3. Section 3(a) of th

Avatex Funding Inc – FORM OF PLEDGE AND SECURITY AGREEMENT (August 10th, 1999)

FORM OF PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of _________ __, 1999 by AVATEX FUNDING, INC., a Delaware corporation (the "Company"), having its principal office at ________________________________, and AVATEX CORPORATION, a Delaware corporation ("Avatex"), having its principal office at 5910 North Central Expressway, Suite 1780, Dallas, Texas 75206, in favor of [WELLS FARGO & COMPANY], having an office at Sixth and Marquette, MS 0069, Minneapolis, Minnesota 55479-0069, as collateral agent (the "Collateral Agent") for the holders (the "Holders") of the Company's 6.75% Notes due 2002. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Indenture referred to below. W I T N E S S E T H : WHEREAS, Avatex is the legal and beneficial owner of all of the issued and outstanding shares

Avatex Funding Inc – FORM OF SUBROGATION AGREEMENT (August 10th, 1999)

FORM OF SUBROGATION AGREEMENT Subrogation Agreement dated as of _________, 1999 by and between Bart A. Brown, Jr., as trustee under Chapter 7 of Title 11 of the United States Code of FoxMeyer Corporation, FoxMeyer Drug Company, Healthcare Transportation System, Inc., Merchandise Coordinator Services Corporation, FoxMeyer Software, Inc. and Health Mart, Inc. and their respective estates, as their interests may appear ("Trustee"); and Wells Fargo & Company ("Agent"), as trustee under the Indenture to cover the 6.75% Notes (as defined below) and as collateral agent under the related security agreement (the "Noteholders Security Agreement"). WHEREAS, under the terms of a Settlement Agreement dated October 9, 1997, between Avatex Corporation (the "Debtor") and the Trustee, (i) the Debtor executed and delivered to the Trustee a Promissory Note payable to the Trustee in the original principal amount of $8,000,000 (the "Trustee Note") and (ii) to

Avatex Funding Inc – FORM OF WARRANT AGREEMENT (August 10th, 1999)

Exhhibit 4.B =============================================================================== FORM OF WARRANT AGREEMENT between AVATEX CORPORATION and AMERICAN STOCK TRANSFER AND TRUST COMPANY as Warrant Agent Warrants ---------------- Dated as of , 1999 ---------- -- =============================================================================== TABLE OF CONTENTS Page Article 1 DEFINITIONS.......................................................2 Article 2 ISSUA

Avatex Funding Inc – Form of Indenture (August 10th, 1999)

Exhibit 4.a ================================================================================ AVATEX FUNDING, INC. AND AVATEX CORPORATION --------------------- 6.75% Notes due 2002 --------------------- Form of Indenture --------------------- Dated as of __________ __, 1999 --------------------- WELLS FARGO & COMPANY Trustee ================================================================================ TABLE OF CONTENTS