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Exhibit 4(p)
AMENDED AND RESTATED
SUBSCRIPTION AGREEMENT
The Subscription Agreement made on 1st December, 1995, between Rank Xerox
Limited ("RXL") ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its wholly-owned
U.K. subsidiary, Rank Xerox Capital (Europe) plc ("RX Capital") of Parkway,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, was amended and restated by the parties as of
18th April, 1997, and is being further amended and restated by the parties and
by Xerox Overseas Holdings plc ("XOH") as of 1997 (as amended and restated, the
"Agreement").
The purpose of this Agreement is to set out the terms and conditions under which
RXL or XOH (based on which of them shall at the relevant time be the majority
shareholder of RX Capital) wishes to obligate itself to subscribe on demand by
RX Capital for additional ordinary shares in the share capital of RX Capital
(the "Shares") in return for the RX Capital undertakings contained herein.
RX Capital wishes to obligate itself to issue the Shares upon receipt of the
consideration therefor herein provided.
References herein to the "Relevant Shareholder" shall (except where the context
otherwise requires) be to RXL or XOH, based on which of them shall at the time
any demand is served under Clause 1 be the majority shareholder of RX Capital.
NOW, THEREFORE, in consideration of the mutual covenants set forth below and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. RX Capital shall be permitted, at any time or times when the aggregate par
value of the ordinary share capital, together with any related share premium, of
RX Capital held by the Relevant Shareholder (the "Relevant Shareholding") shall
be less than an amount (the "Required Amount") equal to twenty-five percent
(25%) of RX Capital's outstanding indebtedness (disregarding contingent
liabilities) (the difference between the Required Amount and the Relevant
Shareholding being expressed in Sterling and referred to herein as the
"Subscription Amount"), to serve written demand on the Relevant Shareholder
requiring it to subscribe for additional Shares in the value of the Subscription
Amount, provided that upon the first exercise by RX Capital of its right to
serve written demand on the Relevant Shareholder hereunder the Subscription
Amount shall equal the Required Amount (and shall not be reduced by the amount
of the Relevant Shareholding). Each demand shall state the Subscription Amount,
giving reasonable details of how the same is calculated, and shall be signed by
two directors of RX Capital. Upon the date specified in the demand (which shall
be not less than two business days' thereafter) the Relevant Shareholder shall
pay the Subscription Amount in cash (the "Subscription Date").
2. Upon payment of the Subscription Amount, RX Capital hereby agrees to issue at
par such number of Shares as shall be equivalent to the Subscription Amount.
3. RX Capital hereby agrees to continue to act as the financing vehicle for
XOH and its Subsidiaries.
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4. This Agreement shall not be terminated or amended or modified in a manner
materially prejudicial to RX Capital at any time when RX Capital has outstanding
any indebtedness for borrowed money to parties other than Xerox Corporation or
entities controlled by Xerox Corporation ("Debt").
5. The parties further agree that the holders from time to time of Debt are
intended to be beneficiaries ("Third Party Beneficiaries") of this Agreement.
Such Third Party Beneficiaries will have the right, under the terms and
conditions of the Debt, to require RX Capital to serve on the Relevant
Shareholder a demand requiring it to subscribe for the Shares and pay the
Subscription Amount, at such time as there is a default in the performance by RX
Capital of its obligations to pay the principal of, premium, if any, or interest
on the Debt.
6. For the purpose of determining the Subscription Amount, any outstanding
indebtedness of RX Capital which is not denominated in Sterling shall be
notionally converted into Sterling at the spot exchange rates prevailing at
11:00 a.m. on the second London business day prior to the Subscription Date.
7. This Agreement shall be binding upon, and inure to the mutual benefit of,
RXL, XOH and their successors and RX Capital and its successors.
8. This Agreement shall be governed by and construed in accordance with the
laws of England and Wales.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date above written.
Signed Signed Signed
For and on behalf of For and on behalf of For and on behalf of
Rank Xerox Limited Rank Xerox (Capital) Xerox Overseas
Europe plc Holdings plc
by ___________________ by ___________________ by ___________________
Director Director Director
