0000899681-00-000400 Sample Contracts

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THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. RECOTON CORPORATION
Recoton Corp • November 13th, 2000 • Electronic components, nec

This Warrant is one of the warrants (the "Warrants", such term to include all Warrants issued in substitution therefor or upon transfer thereof) issued pursuant to Section 2.(h) of the Master Restructuring Agreement (such term, and all other capitalized terms used herein without being otherwise defined, having the meaning referred to in Section 13 below) upon the occurrence of certain events as described in such section of the Master Restructuring Agreement. The Warrants originally so issued evidence rights to purchase an aggregate of 20,000 shares of Original Common Stock, subject to adjustment as provided herein.

CREDIT AGREEMENT among RECOTON CORPORATION, INTERACT ACCESSORIES, INC. RECOTON AUDIO CORPORATION AAMP OF FLORIDA, INC. RECOTON HOME AUDIO, INC. As Borrowers and The Other Loan Parties Party Hereto and The Several Lenders from Time to Time Parties...
Credit Agreement • November 13th, 2000 • Recoton Corp • Electronic components, nec • New York

CREDIT AGREEMENT, dated as of October 31, 2000, among RECOTON CORPORATION, a New York corporation ("Recoton"), INTERACT ACCESSORIES, INC., a Delaware corporation, RECOTON HOME AUDIO, INC., a California corporation, RECOTON AUDIO CORPORATION, a Delaware corporation, and AAMP OF FLORIDA, Inc., a Florida corporation (collectively with Recoton, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties to this Agreement, and THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the "Administrative Agent").

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, GUARANTY AND REGISTRATION RIGHTS AGREEMENT
Securities Purchase Agreement, Guaranty and Registration Rights Agreement • November 13th, 2000 • Recoton Corp • Electronic components, nec • New York

AMENDMENT dated as of October 31, 2000 (this "Amendment") to (a) SECURITIES PURCHASE AGREEMENT, dated as of February 4, 1999, (the "Purchase Agreement") among RECOTON CORPORATION, a New York corporation (the "Company" or "Recoton"), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential") and ING (U.S.) CAPITAL LLC ("ING"; ING together with Prudential, individually referred to as a "Purchaser" and collectively as "Purchasers"); (b) GUARANTY, dated as of November 3, 1999 (the "Guaranty"), by each of the GUARANTORS listed therein in favor of the Purchasers; and (c) REGISTRATION RIGHTS AGREEMENT, dated as of February 4, 1999 (the "Registration Rights Agreement"), among the Company, Prudential and ING (U.S.) INVESTMENT CORPORATION. Capitalized terms used herein and not defined herein shall have the respective meanings set forth for such terms in the Purchase Agreement.

SECURITY AGREEMENT
Security Agreement • November 13th, 2000 • Recoton Corp • Electronic components, nec • Ontario

THIS SECURITY AGREEMENT ("Agreement") is dated as of October 31, 2000 between RECOTON CANADA LTD., an Ontario corporation ("Debtor"), and HELLER FINANCIAL, INC., a Delaware corporation, in its capacity as Senior Agent, on behalf of Agents (as herein defined), Senior Lenders (as herein defined), Subordinated Agent (as herein defined) and Subordinated Creditors (as herein defined).

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