0000899681-02-000312 Sample Contracts

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 30th, 2002 • Recoton Corp • Electronic components, nec • New York

AMENDMENT dated as of August 28, 2002 but effective as of August 19, 2002 (this "Amendment") to (a) SECURITIES PURCHASE AGREEMENT, dated as of February 4, 1999, (as amended pursuant to the First Amendment (as hereinafter defined), the "Purchase Agreement") among RECOTON CORPORATION, a New York corporation (the "Company" or "Recoton"), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential") and ING CAPITAL LLC, f/k/a ING (U.S.) Capital LLC) ("ING"; ING together with Prudential, individually referred to as a "Purchaser" and collectively as "Purchasers") and (b) Registration Rights Agreement dated as of February 4, 1999 (as amended, 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.

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SECOND AMENDMENT AND WAIVER
Second Amendment and Waiver • August 30th, 2002 • Recoton Corp • Electronic components, nec • New York

SECOND AMENDMENT AND WAIVER dated as of August 28, 2002 but effective as of August 19, 2002 (this “Agreement”) to the Credit Agreement, dated of October 31, 2000 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among RECOTON CORPORATION, a New York corporation (“Recoton”), INTERACT ACCESSORIES, INC., a Delaware corporation, RECOTON AUDIO CORPORATION, a Delaware corporation, AAMP OF FLORIDA, INC., a Florida corporation, RECOTON HOME AUDIO, INC., a California corporation, RECOTON ACCESSORIES, INC., a Delaware corporation, and RECOTON MOBILE ELECTRONICS, INC., a Delaware corporation (collectively with Recoton, the “Borrowers”), the Guarantors identified therein, and the lenders from time to time a party thereto (the “Lenders”), and JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), a New York banking corporation, as Administrative Agent to the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not other

SECURITIES ISSUANCE AGREEMENT
Securities Issuance Agreement • August 30th, 2002 • Recoton Corp • Electronic components, nec • New York

SECURITIES ISSUANCE AGREEMENT (this "Agreement"), dated as of August 28, 2002 (the "Closing Date"), among RECOTON CORPORATION, a New York corporation (the "Company"), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential") and ING CAPITAL LLC, (f/k/a ING (U.S.) Capital LLC) ("ING"; together with Prudential, individually referred to as an "Issuee" and collectively as the "Issuees").

WAIVER AND AMENDMENT NO. 6 TO THE LOAN AGREEMENT
The Loan Agreement • August 30th, 2002 • Recoton Corp • Electronic components, nec • New York

THIS WAIVER AND AMENDMENT NO. 6 TO THE LOAN AGREEMENT is made as of August 28, 2002 (this "Agreement") by and among RECOTON CORPORATION, a New York corporation ("Recoton"), INTERACT ACCESSORIES, INC., a Delaware corporation ("InterAct"), RECOTON AUDIO CORPORATION, a Delaware corporation ("Audio"), AAMP OF FLORIDA, INC., a Florida corporation ("AAMP"), RECOTON HOME AUDIO, INC., a California corporation ("RHAI"), RECOTON ACCESSORIES, INC., a Delaware corporation ("Recoton Accessories") and RECOTON MOBILE ELECTRONICS, INC., a Delaware corporation ("Mobile Electronics" and together with Recoton, InterAct, Audio, AAMP, RHAI and Recoton Accessories collectively, the "Borrowers"), the Guarantors (the Borrowers and the Guarantors are sometimes collectively referred to herein as the "Loan Parties"), the Lenders, HELLER FINANCIAL, INC., a Delaware corporation, for itself as a Lender and as Administrative Agent and Senior Agent and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation for

RECOTON CORPORATION 2950 Lake Emma Road Lake Mary, FL 32746
Recoton Corp • August 30th, 2002 • Electronic components, nec

This will confirm, pursuant to the Second Amendment to Securities Purchase Agreement dated as of August 28, 2002 amending (i) the Securities Purchase Agreement dated as of February 4, 1999 between Recoton Corporation and The Prudential Insurance Company of America (“Prudential”) and ING (U.S.) Capital LLC and (ii) the Registration Rights Agreement dated as of February 4, 1999 between Recoton Corporation and The Prudential Insurance Company of America and ING (U.S.) Investments Corporation, that the (a) Common Stock Purchase Warrants issued February 4, 1999 (PPN: 756268 2#4) to Prudential and ING (U.S.) Investments Corporation for an aggregate of 310,000 Common Shares, par value $.20 per share, of Recoton Corporation (the “Common Shares”), (b) 1999 Replacement Common Stock Purchase Warrants issued September 8, 1999 (PPN: 756268 2*8) to Prudential and ING (U.S) Capital LLC for an aggregate of 100,000 Common Shares and (c) Refinancing Warrants issued October 31, 2000 (PPN: 756268 6*4) to

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