FIRST SUPPLEMENTAL NOTES REGISTRATION RIGHTS AGREEMENT
THIS FIRST SUPPLEMENTAL NOTES REGISTRATION RIGHTS AGREEMENT, dated as of
November 21, 1995, to the REGISTRATION RIGHTS AGREEMENT (the "Registration
Rights Agreement"), dated as of June 15, 1995, between CELLNET DATA SYSTEMS,
INC., a California corporation (the "Company"), and the Holders of Registrable
Notes listed on the signature pages thereto.
WITNESSETH:
WHEREAS, the Company and the Initial Purchaser entered into a Purchase
Agreement dated as of June 15, 1995 which provided for the sale by the Company
to the Initial Purchaser of 235,000 units consisting of $235,000,000 aggregate
principal amount at maturity of the Company's 13% Senior Discount Notes due
June 15, 2005 and warrants to purchase 940,000 shares of common stock, no par
value per share, of the Company; and
WHEREAS, in order to induce the Initial Purchaser to enter into the
Purchase Agreement dated as of June 15, 1995 between the Company and the Initial
Purchaser, the Company agreed to provide the registration rights set forth in
the Registration Rights Agreement for the benefit of the Initial Purchaser and
its direct and indirect transferees and assigns; and
WHEREAS, the Company desires to amend the Registration Rights Agreement as
set forth in this First Supplemental Notes Registration Rights Agreement; and
WHEREAS, Section 10(c) of the Registration Rights Agreement provides, among
other things, that, subject to certain exceptions not herein relevant, with the
consent of the Holders of at least a majority in aggregate principal amount of
the Registrable Notes at the time outstanding the Registration Rights Agreement
may be amended or supplemented; and
WHEREAS, the Company has received consents to the amendments to the
Registration Rights Agreement contained herein (the "Proposed Amendments") of
Holders of at least a majority in aggregate principal amount of the Registrable
Notes outstanding on the date hereof; and
WHEREAS, all things necessary to make this First Supplemental Notes
Registration Rights Agreement a valid agreement of the Company and a valid
amendment of and supplement to the Registration Rights Agreement and all of the
conditions and requirements set forth in Section 10(c) of the Registration
Rights Agreement have been performed and fulfilled and the execution and
delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, the Company and the Holders signatory hereto mutually
covenant and agree for the equal and proportionate benefit of the respective
Holders from time to time of the Registrable Notes as follows:
ARTICLE 1.
AMENDMENTS TO REGISTRATION RIGHTS AGREEMENT
SECTION 1.1. Section 1 of the Registration Rights Agreement is hereby
amended as follows:
(1) The definition of "Notes" is hereby amended by deleting all text after
the comma after the word "hereto" in the first line thereof and inserting the
following text "and including any Notes (as defined in the Indenture) issued
pursuant to the Second Issuance"; and
(2) The definition of "Trigger Date" is hereby amended by deleting the
reference in the first proviso thereto to "Rule 144(h)" and inserting in lieu
thereof "Rule 144(k)".
(3) The following definitions are hereby added to Section 1.:
FIRST SUPPLEMENTAL INDENTURE: The First Supplemental Indenture
dated as of November 31, 1995.
SECOND ISSUANCE: The issuance of up to $90,000,000 aggregate
principal amount at maturity of Notes pursuant to the First Supplemental
Indenture.
SECOND ISSUANCE ISSUE DATE: November 21, 1995, the date of
original issuance of the Initial Notes pursuant to the Second Issuance.
SECTION 1.2. Paragraph (d) of Section 2 is hereby amended by deleting the
text "(3)" after the word "clause" in the second line thereof and inserting
"(iii)" in lieu thereof.
SECTION 1.3. The second paragraph of Section 3(a) is hereby amended as
follows:
(1) The first sentence is hereby amended by adding the text "or, with
respect to any Notes issued pursuant to the Second Issuance, 36 months from the
Second Issuance Issue Date" on the sixth line immediately after "June 15, 1995".
[Supplemental Notes Registration Rights Agreement]
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ARTICLE 2.
MISCELLANEOUS
SECTION 2.1. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Registration Rights Agreement.
SECTION 2.2. Upon the execution and delivery of this First Supplemental
Notes Registration Rights Agreement by the Holders named on the signature pages
hereto and the Company, the Proposed Amendments contained herein will become
effective and operative.
SECTION 2.3. The recitals contained herein shall be taken as the
statement of the Company, and the Holders assume no responsibility for the
correctness of the same. The Holders make no representation as to the validity
of this First Supplemental Notes Registration Rights Agreement. The
Registration Rights Agreement, as supplemented and amended by this First
Supplemental Notes Registration Rights Agreement, is in all respects hereby
ratified and confirmed.
SECTION 2.4. This First Supplemental Notes Registration Rights Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Except as amended herein, the terms,
provisions and covenants of the Registration Rights Agreement shall remain in
full force and effect and continue to govern the parties thereto.
SECTION 2.5. This First Supplemental Notes Registration Rights Agreement
may be executed in two or more counterparts, each of which shall be deemed
original and all of which together will constitute the same agreement, whether
or not all parties execute each counterpart.
SECTION 2.6. The laws of the State of New York, without regard to
principles of conflicts of law, shall govern this First Supplemental Notes
Registration Rights Agreement and the Notes.
[Remainder of Page Intentionally Left Blank]
[Supplemental Notes Registration Rights Agreement]
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IN WITNESS WHEREOF, the parties have caused this First Supplemental Notes
Registration Rights Agreement to be duly executed, all as of the date first
above written.
CELLNET DATA SYSTEMS, INC.
By: /s/ XXXXX XXXXX
-----------------------------
[Supplemental Notes Registration Rights Agreement]
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The Prudential Insurance Company of
America, as Investment Manager for the
General Motors Retirement Program for
Salaried Employees High Yield Account
-------------------------------------
Name of Holder
By: /s/ XXXX X. XXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
[Supplemental Notes Registration Rights Agreement]
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The Prudential Series Fund, Inc.,
High Yield Bond Portfolio
The U.S. High Yield Fund SICAV
By: The Prudential Insurance Company
of America, as investment adviser
---------------------------------------
Name of Holder
By: /s/ XXXX X. XXXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
[Supplemental Notes Registration Rights Agreement]
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The High Yield Income Fund, Inc.
Prudential High Yield Fund
By: The Prudential Investment
Corporation,
as investment adviser
------------------------------------
Name of Holder
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
[Supplemental Notes Registration Rights Agreement]
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Xxxxxxx Xxxxx Multinational
Investment Portfolios
Equity/Convertible Series
(Global Allocation Portfolio)
------------------------------------
Name of Holder
By: /s/ X. XXXX
--------------------------------
Name: X. Xxxx
Title: Vice President
[Supplemental Notes Registration Rights Agreement]
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Xxxxxxx Xxxxx Global
Allocation Fund, Inc.
------------------------------------
Name of Holder
By: /s/ X. XXXX
--------------------------------
Name: X. Xxxx
Title: Vice President
[Supplemental Notes Registration Rights Agreement]
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Capital Research and Management Company
on behalf of The Bond Fund of America,
Inc., American High-Income Trust, and
American Variable Insurance High-Yield
Bond Fund
---------------------------------------
Name of Holder
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
[Supplemental Notes Registration Rights Agreement]
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Xxxxxx Capital Manager Trust-PCM High Yield Fund
Xxxxxx Asset Allocation Funds-Balanced Portfolio
Xxxxxx Fiduciary Trust Company on behalf of Xxxxxx High
Yield Managed Trust
Xxxxxx High Yield Trust
Xxxxxx Asset Allocation Funds-Conservative Portfolio
The Xxxxxx Advisory Company, Inc. on behalf of
Ameritech Pension Trust
Xxxxxx High Yield Advantage Fund
Xxxxxx High Income Convertible and Bond Fund
Xxxxxx Asset Allocation Funds-Growth Portfolio
The Xxxxxx Advisory Company, Inc. on behalf of Central
States, Southeast and Southwest Areas Pension Fund
Xxxxxx Managed High Yield Trust
The Xxxxxx Advisory Company, Inc. on behalf of Southern
Farm Bureau Annuity Insurance Company
Xxxxxx Convertible Opportunities and Income Trust
Xxxxxx Master Income Trust
Xxxxxx Premier Income Trust
Xxxxxx Master Intermediate Income Trust
Xxxxxx Diversified Income Trust
Xxxxxx Capital Manager Trust-PCM Diversified Income
Fund
By: /s/ XXXX X. X'XXXX
--------------------------------
Name: Xxxx X. X'Xxxx
Title: Vice President
[Supplemental Notes Registration Rights Agreement]
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