Exhibit 10.4
STANDBY AGREEMENT
This Standby Agreement (the "Agreement") is made as of the ___ day of May,
1998, by and among Reckson Service Industries, Inc., a Delaware corporation
("RSI"), and RSI Standby LLC, a _________ (the "Standby Purchaser").
WITNESSETH:
WHEREAS, RSI has granted at no cost to its initial common stockholders
(collectively, the "Holders") non-transferable rights (collectively, the
"Subscription Rights") to purchase up to an aggregate of 20,557,130 shares of
RSI common stock (the "Rights Offering") on or prior to June __, 1998 (the
"Expiration Date"); and
WHEREAS, in order to achieve its purposes for the Rights Offering, RSI has
requested the Standby Purchaser to provide a commitment to purchase all shares
of RSI common stock subject to Subscription Rights that Holders fail to
subscribe for on or prior to the Expiration Date (the "Standby Commitment
Shares").
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. RSI agrees to sell to the Standby Purchaser, and the Standby Purchaser
agrees to purchase from RSI, the Standby Commitment Shares at $1.03 per share
(the "Exercise Price").
2. As soon as practicable after the Expiration Date, but in any event no
earlier than seven (7) calendar days after the Expiration Date, RSI shall
deliver the Standby Commitment Shares to the Standby Purchaser against delivery
by the Standby Purchaser of the aggregate Exercise Price.
3. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto in connection with the subject matter hereof.
4. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
regard to the conflict of laws principles thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
RECKSON SERVICE INDUSTRIES, INC.
By: ___________________________________________
Name:
Title:
RSI STANDBY LLC
By: ___________________________________________
