FIRST SUPPLEMENTAL WARRANTS REGISTRATION RIGHTS AGREEMENT
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THIS FIRST SUPPLEMENTAL WARRANTS 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 persons listed on the
signature pages thereto.
W I T N E S S E T H:
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 Warrants Registration Rights
Agreement; and
WHEREAS, Section 6(b) 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 of the Registrable
Securities 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
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(the "PROPOSED AMENDMENTS") of Holders of at least a majority of the
Registrable Securities outstanding on the date hereof; and
WHEREAS, all things necessary to make this First Supplemental Warrants
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 6(b) 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 as follows:
ARTICLE 1.
AMENDMENTS TO REGISTRATION RIGHTS AGREEMENT
SECTION 1.1. The first sentence of the second paragraph of the
Registration Rights Agreement is hereby amended by deleting "(the "PURCHASE
AGREEMENT")" and inserting before the period thereof:
"and the Purchase Agreement, dated as of November 21, 1995, between
the Company and the Purchaser, relating to, among other things, the
sale by the Company to the Purchaser of an aggregate of 90,000 Units,
each Unit consisting of $1,000 principal amount at maturity of 13%
Senior Discount Notes due June 15, 2005 and four (4) warrants, each
initially exercisable for one (1) share of Common Stock, no par value
per share, of the Company (collectively, the "PURCHASE AGREEMENT")".
SECTION 1.2. Section 1. of the Registration Rights Agreement is
hereby amended as follows:
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(1) The definition of "HOLDER" is hereby amended by inserting the words
"Warrants or" before the words "Warrant Shares" on the second and fourth line
thereof;
(2) The definition of "INDENTURE" is hereby amended by inserting the
words "as supplemented by the First Supplemental Indenture, dated as of
November 21, 1995" after the words "as Trustee".
(3) The definition of "NOTES" is hereby amended by deleting
"$235,000,000" and inserting in lieu thereof "$325,000,000"; and
(4) The definition of "WARRANTS" is hereby amended by deleting
"940,000" and inserting in lieu thereof "1,300,000".
SECTION 1.2. Section 6(b) of the Registration Rights Agreement is
hereby amended by inserting the text "(A) prior to the time that the Warrants
are exercisable pursuant to the terms of the Warrant Agreement, the Warrants and
(B) after such time as the Warrants are exercisable pursuant to the terms of the
Warrant Agreement, the Warrants and the Registrable Securities considered as one
class of securities (with each Warrant being deemed equal to that number of
Warrant Shares for which it is then exercisable (without regard to the Cashless
Exercise option set forth in the Warrant Agreement)" immediately after the word
"outstanding" on the sixth line thereof and deleting the words "Registrable
Securities" on such sixth line.
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.
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SECTION 2.2. Upon the execution and delivery of this First
Supplemental Warrants 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 Warrants Registration Rights Agreement. The
Registration Rights Agreement, as supplemented and amended by this First
Supplemental Warrants Registration Rights Agreement, is in all respect hereby
ratified and confirmed.
SECTION 2.4. This First Supplemental Warrants 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 Warrants 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 Warrants
Registration Rights Agreement.
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Warrants Registration Rights Agreement to be duly executed, all as of the date
first above written.
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CELLNET DATA SYSTEMS, INC.
By: /s/ Xxxxx Xxxxx
_________________________
Name:
Title:
____________________________
Name of Holder
By:_________________________
Name:
Title:
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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
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Name of Holder
By: /s/ Xxxx X. Xxxxxxx
________________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
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The High Yield Income Fund, Inc.
Prudential High Yield Fund
By: The Prudential Investment Corporation,
as investment adviser
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Name of Holder
By: /s/ Xxxx X. Xxxxxxx
_________________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
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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
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Name of Holder
By: /s/ Xxxx X. Xxxxxxx
_________________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
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Xxxxxxx Xxxxx Multinational
Investment Portfolios Equity/Convertible
Series (Global Allocation Portfolio)
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Name of Holder
By: /s/ X. Xxxx
_________________________________
Name: X. Xxxx
Title: Vice President
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Xxxxxxx Xxxxx Global
Allocation Fund, Inc.
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Name of Holder
By: /s/ X. Xxxx
_________________________________
Name: X. Xxxx
Title: Vice President
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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
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Name of Holder
By: /s/ Xxxxxxx X. Xxxxxxx
_________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
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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
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Name: Xxxx X. X'Xxxx
Title: Vice President
