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EXHIBIT 4.12
WELSH, CARSON, XXXXXXXX & XXXXX
000 XXXX XXXXXX
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 000000-0000
January 6, 1998
Aurora Electronics. Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxx, Chief Financial Officer
SUBJECT Financial Support Agreement, dated as of September 30, 1996, as
amended, (the "Agreement"), among Aurora Electronics, Inc., a Delaware
corporation (the "Company"), Aurora Electronics Group, Inc., a
California corporation and wholly owned subsidiary of the Company
("AEG"), Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P., a Delaware limited
partnership ("WCAS VII"), and WCAS Capital Partners II, L.P., a
Delaware limited partnership ("WCAS XX XX" and together with WCAS VII
being hereinafter collectively referred to as the "Guarantors").
Pursuant to the Agreement, the Guarantors were to receive Warrants to
purchase common shares of the Company (the "Warrants") as recognition of the
financial risk of guaranteeing certain amounts owed by AEG for loans pursuant to
the Credit Agreement (the "Credit Agreement") among the Company, AEG and Chase
Manhattan Bank as a lender and agent for the lenders. The following warrants
have been issued as of this date:
DATE WCAS VII WCAS XX XX TOTAL EXERCISE PRICE
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9/30/96 276,000 9,714 285,714 $2.100
6/01/97 340,941 12,000 352,941 1.700
6/06/97 43,909 1,546 45,455 1.650
1/27/97 548,864 19,318 568,182 1.760
10//28/97 942,439 33,171 975,610 1.025
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Although the terms of the Agreement provide for WCAS VII and WCAS XX XX
to be issued additional Warrants, WCAS VII and WCAS XX XX do hereby waive and
forego the right to receive the additional Warrants due by reason of additional
guarantees issued or outstanding at this time.
/s/ Xxxxxx X. XxXxxxxxx
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By: Xxxxxx XxXxxxxxx, General Partner
WCAS VII
/s/ Xxxxxx X. XxXxxxxxx
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By: Xxxxxx XxXxxxxxx, General Partner
WCAS XX XX Partners
