COMMON STOCK REGISTRATION RIGHTS AGREEMENT
dated as of , 1997
among
ELSINORE CORPORATION
and
THE HOLDERS OF REGISTRABLE SHARES REFERRED TO HEREIN
TABLE OF CONTENTS
Page
Section 1. Definitions and Usage...........................................1
1.1. Definitions..............................................1
1.2. Usage....................................................3
Section 2 Demand Registration..............................................4
2.1. Right of Holders of Registrable Shares to Demand
Registration.............................................4
2.2. Rights of Substantial Holders to Demand Shelf
Registrations............................................5
2.3. Filing Registration Statement; Registration Period.......5
2.4. Number of Registrations..................................5
2.5. Piggy-Back Rights of Eligible Holders of Registrable
Shares...................................................6
2.6. Selection of Registration Form...........................6
2.7. Selection of Underwriters and Placement Agents...........6
Section 3 Company Registration.............................................6
Section 4 Obligations of the Company.......................................7
4.1. Registration Statement...................................7
4.2. Amendments to Registration Statement.....................7
4.3. Copies to Selling Holders................................8
4.4. Blue Sky Qualifications..................................8
4.5. Underwriting or Agency Agreement.........................8
4.6. Stop Order...............................................8
4.7. Periodic Reports.........................................8
4.8. Information Available for Due Diligence..................9
4.9. Comfort Letter; Legal Opinion............................9
4.10. Transfer Agent and Registrar............................9
4.11. Securities Exchange Listing or Quotation System.........9
4.12. CUSIP Number............................................9
4.13. Other Actions...........................................9
Section 5 Information from Selling of Registrable Shares...................9
Section 6. Expenses of Registration........................................10
6.1. Demand and Shelf Registrations...........................10
6.2. Company Registration.....................................10
6.3. Company Not Relieved of Obligations......................10
Section 7 Underwriting Requirements........................................10
Section 8 Indemnification; Contribution....................................11
8.1. Indemnification by the Company...........................11
8.2. Indemnification by the Selling Holders of Registrable
Shares...................................................11
8.3. Notification; Legal Representation.......................12
8.4. Contribution in Lieu of Indemnification..................12
8.5. Full Indemnification Regardless of Relative Fault........13
8.6. Continuing Obligations...................................13
Section 9 Transfer of Registration Rights..................................13
Section 10. Restrictions on Public Sale by Holders of Registrable Shares...13
Section 11 Covenants of the Company........................................14
11.1. Current Public Information.............................14
11.2. Restrictions on other Registrations and Sales by the
Company................................................14
11.3. Mergers, Consolidations, Reorganizations and
Transfers of Assets....................................15
11.4. Limitations on Subsequent Registration Rights..........15
Section 12 Amendment, Modification and Waivers; Further Assurances.........15
Section 13 Assignment......................................................16
Section 14. Governing Law..................................................16
Section 15 Notices.........................................................16
Section 16 Entire Agreement; Integration...................................16
Section 17 Injunctive Relief...............................................16
Section 18 Term of Agreement...............................................17
Section 19 Section Headings................................................17
Section 20 Counterparts....................................................17
Section 21 Severability....................................................17
SCHEDULES AND EXHIBITS
SCHEDULE 1 Names and Addresses for Delivery of Notices....S-1
EXHIBIT A Agreement to be Bound..........................A-1
COMMON STOCK REGISTRATION RIGHTS AGREEMENT
This Common Stock Registration Rights Agreement (this
"Agreement") is entered into as of , 1997 by and among Elsinore Corporation, a
Nevada corporation (the "Company"), and the Persons named at the end of this
Agreement and in Schedule 1 as Holders of Registrable Shares (each a "Holder
of Registrable Shares" and collectively, the "Holders of Registrable Shares").
Reference is made to the Order Confirming First Amendment
Plan Of Reorganization Proposed Jointly By The Debtors And The Unofficial
Bondholders Committee, entered on August 9, 1996 (the "Order"), by the United
States Bankruptcy Court for the District of Nevada (the "Court"), in
connection with the proceedings for reorganization under Chapter 11 of
Elsinore Corporation, et al., Case Nos. 95-24685 RCJ, 95-24686 RCJ, 95-24687
RCJ, 95-24688 RCJ, 95-24689 RCJ, and 95-24839 RCJ.
WHEREAS, upon the effectiveness of the Plan of
Reorganization Proposed Jointly By Debtors And The Unofficial Bondholders
Committee ("Plan"), each of the Holders of Registrable Shares shall own shares
of common stock, par value $0.001 per share, of the Company in the respective
amounts indicated in Schedule 1; and
WHEREAS, the Court, through the Order, authorized and
directed the Company and the Holders of Registrable Shares to enter into an
agreement in the form hereof;
NOW THEREFORE, in compliance with the Order and in
consideration of the premises, covenants and agreements contained herein, the
sufficiency and adequacy of which are hereby acknowledged, and for other good
and valuable consideration the sufficiency and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
agree as follows:
Section1.DefinitionsandUsage" and Usage.
1.1. Definitions.
As used in this Agreement:
Commission. "Commission" shall mean the Securities and
Exchange Commission.
Common Stock. "Common Stock" shall mean (i) the common stock,
par value $0.001 per share, of the Company, and (ii) shares of capital stock of
the Company issued by the Company in respect of or in exchange for shares of
such common stock in connection with any stock dividend or distribution, stock
split-up, recapitalization recombination or exchange by the Company generally of
shares of such common stock.
Continuously Effective. "Continuously Effective," with respect
to a specified registration statement, shall mean that it shall not cease to be
effective and available for Transfers of Registrable Shares thereunder for
longer than either (i) any ten consecutive business days, or (ii) an aggregate
of 15 business days during the period specified in the relevant provision of
this Agreement.
Demand Registration. "Demand Registration" shall have the
meaning set forth in Section 2.1(i).
Demanding Holders. "Demanding Holders" shall have the meaning
set forth in Section 2.1(i).
Eligible Holders of Registrable Shares. "Eligible Holders
of Registrable Shares" shall have the meaning set forth in Section 2.5(i).
Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
Holder of Registrable Shares. "Holder of Registrable Shares"
shall mean the Persons named in Schedule 1 as Holders of Registrable Shares and
Transferees of such Persons' Registrable Shares with respect to the rights that
such Transferees shall have acquired in accordance with Section 9, at such times
as such Persons shall own Registrable Shares.
Initiating Substantial Holder. "Initiating Substantial
Holder" shall have the meaning set forth in Section 2.2.
Inspectors. "Inspectors" shall have the meaning set forth in
Section 4.8.
Person. "Person" shall mean any individual, corporation,
partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or other agency or
political subdivision thereof.
Register, Registered and Registration. "Register,"
"registered," and "registration" shall refer to a registration effected by
preparing and filing a registration statement or similar document in compliance
with the Securities Act, and the declaration or ordering by the Commission of
effectiveness of such registration statement or document.
Registrable Shares. "Registrable Shares" shall mean, subject
to Section 9 and Section 11.3: (i) the shares of Common Stock owned by Persons
that were Holders of Registrable Shares on the date hereof, and (ii) any shares
of Common Stock or other securities issued as (or issuable upon the conversion
or exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange by the Company
generally for, or in replacement by the Company generally of, such shares of
Common Stock.
Registrable Shares then outstanding. "Registrable Shares then
outstanding" shall mean, with respect to a specified determination date,
Registrable Shares owned by Holders of Registrable Shares on such date.
Registration Expenses. "Registration Expenses" shall have the
meaning set forth in Section 6.1.
Registration Period. "Registration Period" shall have the
meaning set forth in Section 2.3(ii).
Securities Act. "Securities Act" shall mean the Securities
Act of 1933, as amended.
Selling Holders of Registrable Shares. "Selling Holders of
Registrable Shares" shall mean, with respect to a specified registration
pursuant to this Agreement, Holders of Registrable Shares whose Registrable
Shares are included in such registration.
Shelf Registration. "Shelf Registration" shall have the
meaning set forth in Section 2.2.
Substantial Holder. "Substantial Holder" shall mean any Holder
of Registrable Shares that owned on the date of this Agreement 10% or more of
the Registrable Shares then outstanding and such Transferee, if any, to whom
such Person Transfers Registrable Shares and assigns such Substantial Holder's
rights as a Substantial Holder as permitted by Section 9.
Transfer. "Transfer" shall mean and include the act of
selling, giving, transferring, creating a trust (voting or otherwise), assigning
or otherwise disposing of (other than pledging, hypothecating or otherwise
transferring as security) (and correlative words shall have correlative
meanings); provided however, that any transfer or other disposition upon
foreclosure or other exercise of remedies of a secured creditor after an event
of default under or with respect to a pledge, hypothecation or other transfer as
security shall constitute a "Transfer."
Violation. "Violation" shall have the meaning set forth in
Section 8.1.
1.2. Usage.
(i) References to a Person are also references
to its assigns and successors in interest (by means of merger, consolidation
or sale of all or substantially all the assets of such Person or otherwise, as
the case may be).
(ii) References to Registrable Shares "owned"
by a Holder of Registrable Shares shall include Registrable Shares beneficially
owned by such Person but which are held of record in the name of a nominee,
trustee, custodian, or other agent, but shall exclude shares of Common Stock
held by a Holder of Registrable Shares in a fiduciary capacity for customers of
such Person.
(iii) References to a document are to it as
amended, waived and otherwise modified from time to time and references to a
statute or other governmental rule are to it as amended and otherwise modified
from time to time (and references to any provision thereof shall include
references to any successor provision).
(iv) References to Sections or to Schedules or
Exhibits are to sections hereof or schedules or exhibits hereto, unless the
context otherwise requires.
(v) The definitions set forth herein are
equally applicable both to the singular and plural forms and the feminine,
masculine and neuter forms of the terms defined.
(vi) The term "including" and correlative terms
shall be deemed to be followed by "without limitation" whether or not followed
by such words or words of like import.
(vii) The term "hereof" and similar terms refer to
this Agreement as a whole.
(viii) The "date of" any notice or request given
pursuant to this Agreement shall be determined in accordance with Section 15.
Section 2. Demand Registration.
2.1. Right of Holders of Registrable Shares to Demand
Registration.
(i) If any Holder of 10% or more of the Registrable
Shares then outstanding or if one or more Holders of Registrable Shares that
own an aggregate of 51% or more of the Registrable Shares then outstanding shall
make a written request to the Company (the "Demanding Holders"), each Demanding
Holder shall be entitled to have all or any number of such Demanding Holder's
Registrable Shares included (subject to Section 7. (i)) in a registration with
the Commission in accordance with the provisions of the Securities Act
(a "Demand Registration"); provided, however, that (A) if prior to the date
of such request a Demand Registration statement pursuant to this Section 2.1
shall have been declared effective by the Commission, six months or more shall
have elapsed following the date of the written request for the most recent
such prior Demand Registration, and (B) Holders of Registrable Shares shall
not be entitled to a Demand Registration during the effective period of a
"Shelf Registration," as defined in Section 2.2. Any request made pursuant
to this Section 2.1 shall be addressed to the attention of the Secretary of
the Company, and shall specify the number of Registrable Shares to be
registered, the intended methods of disposition thereof and that the request
is for a Demand Registration pursuant to this Section 2.1(i).
(ii) The Company shall be entitled to postpone
for up to six months the filing of
any Demand Registration statement otherwise required to be prepared and filed
pursuant to this Section 2.1, if the Company determines, in its reasonable
judgment (with the concurrence of the managing underwriter, if any), that such
registration and the Transfer of Registrable Shares contemplated thereby would
materially interfere with any financing involving the Company or any of its
wholly owned subsidiaries and the Company promptly gives the Demanding Holders
notice of such determination; provided, however, that the Company shall not have
postponed pursuant to this Section 2.1(ii) the filing of any other Demand
Registration statement otherwise required to be prepared and filed pursuant to
this Section 2.1 during the 12-month period ended on the date of the relevant
request pursuant to Section 2.1(i).
2.2. Rights of Substantial Holders to Demand Shelf
Registrations. On or after the date of this Agreement, each Substantial
Holder that shall make a written request to the Company (the "Initiating
Substantial Holder"), shall be entitled to have all or any number of such
Initiating Substantial Holder's Registrable Shares included in a registration
with the Commission in accordance with the Securities Act for an offering on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act (a
"Shelf Registration") . Any request made pursuant to this Section 2.2 shall be
addressed to the attention of the Secretary of the Company, and shall specify
the number of Registrable Shares to be registered, the intended methods of
disposition thereof and that the request is for a Shelf Registration pursuant to
this Section 2.2.
2.3. Filing Registration Statement; Registration Period.
Following receipt of a request for a Demand Registration or a Shelf
Registration, the Company shall:
(i) File the registration statement with
the Commission as promptly as practicable, and shall use the Company's best
efforts to have the registration statement declared effective under the
Securities Act as soon as reasonably practicable, in each instance giving due
regard to the need to prepare current financial statements, conduct due
diligence, comply with any applicable requirements of a securities exchange on
which the Common Stock is listed or nationally recognized automated quotation
system in which the Common Stock is included, and complete any other actions
that are reasonably necessary to effect a registered public offering.
(ii) Use the Company's best efforts to keep
the relevant registration statement Continuously Effective (x) if a Demand
Registration, for up to 150 days or until such earlier date as of which all the
Registrable Shares under the Demand Registration statement shall have been
Transferred, and (y) if a Shelf Registration, for three years (a "Registration
Period"). Notwithstanding the foregoing, if for any reason the effectiveness or
availability for Transfers of Registrable Shares under a registration pursuant
to this Section 2 is suspended or, in the case of a Demand Registration,
postponed as permitted by Section 2. 1 (ii), the Registration Period shall be
extended by the aggregate number of days of such suspension or postponement.
2.4. Number of Registrations. The Company shall be obligated
to effect up to two Demand Registrations and such number of Shelf
Registrations as may be necessary to provide each and every Substantial Holder
with the right to request a Shelf Registration. If the Company shall have
complied with its obligations under this Agreement, a right to demand a
registration pursuant to this Section 2 shall be deemed to have been satisfied
(i) if a Demand Registration, upon the earlier of (x) the date as of which all
of the Registrable Shares included therein shall have been Transferred and (y)
the date as of which such Demand Registration shall have been Continuously
Effective for a period of 150 days, and (ii) if a Shelf Registration, upon the
effective date of a Shelf Registration, provided no stop order or similar order
or proceedings for such an order, is thereafter entered or initiated.
2.5. Piggy-Back Rights of Eligible Holders of Registrable
Shares.
(i) Subject to Section 9, each Holder of
Registrable Shares (other than the Demanding Holders or the Initiating
Substantial Holder, as the case may be) that owns Registrable Shares possessing
voting power and other characteristics identical to those of the Registrable
Shares specified in the relevant request for a Demand Registration or Shelf
Registration, respectively (the "Eligible Holders of Registrable Shares"), shall
be entitled to have such Registrable Shares owned by it included in a Demand
Registration statement or Shelf Registration statement, as the case may be,
prepared pursuant to Section 2.1 or Section 2.2, respectively.
(ii) Within seven days following the date of a
request pursuant to Section 2. 1 (i) or Section 2.2 the Company shall
deliver to each Eligible Holder of Registrable Shares written notice of such
Demand Registration or Shelf Registration, respectively. Upon the written
request of each Eligible Holder of Registrable Shares given within seven days
following the date of such notice, the Company shall (1) deliver to the
Demanding Holders or the Initiating Substantial Holder, as the case may be,
copies of such written requests from such Eligible Holders of Registrable
Shares, and (2) cause to be included in the registration statement and use its
best efforts to be registered under the Securities Act (subject, in the case of
a Demand Registration, to Section 7(i)) all the Registrable Shares possessing
the characteristics referred to in Section 2.5(i) that each such Eligible Holder
of Registrable Shares shall have requested to be registered.
(iii) Each Eligible Holder of Registrable
Shares shall be entitled to have its Registrable Shares possessing the
characteristics referred to in Section 2.5(i) included pursuant to this Section
2.5 in any Demand Registrations and Shelf Registrations.
2.6. Selection of Registration Form. A registration
pursuant to this Section 2 shall be on such appropriate registration form
of the Commission as shall (i) be selected by the Company and be reasonably
acceptable to the Demanding Holders owning a majority of the Registrable Shares
owned by Demanding Holders to be included in such Demand Registration or the
Initiating Substantial Holder, as the case may be, and (ii) permit the
disposition of the Registrable Shares in accordance with the intended method or
methods of disposition specified in the request pursuant to Section 2.1(i) or
Section 2.2, respectively.
2.7. Selection of Underwriters and Placement Agents.
If any registration pursuant to Section 2 involves an underwritten offering
(whether on a "firm," "best efforts" or "all reasonable efforts" basis or
otherwise), or an agented offering, Demanding Holders owning a majority of the
Registrable Shares owned by Demanding Holders to be included in such Demand
Registration or the Initiating Substantial Holder, as the case may be, shall
have the right to select the investment banker or bankers and manager or
managers to administer such underwritten offering or the placement agent or
agents for such agented offering; provided, however, that each Person so
selected shall be reasonably acceptable to the Company.
Section 3. Company Registration. If the Company proposes to register
(including for this purpose a registration effected by the Company for
shareholders of the Company other than the Holders of Registrable Shares) Common
Stock under the Securities Act in connection with a public offering solely for
cash (other than a registration on Form S-8 or equivalent successor form), the
Company shall promptly give each Holder of Registrable Shares written notice of
such registration. Upon the written request of each Holder of Registrable Shares
given within 20 days following the date of such notice, the Company shall cause
to be included in such registration statement and use its best efforts to be
registered under the Securities Act (subject to Section 7(ii) ) all the
Registrable Shares that each such Holder of Registrable Shares shall have
requested to be registered. Each Holder of Registrable Shares shall be entitled
to have its Registrable Shares included in an unlimited number of registrations
pursuant to this Section 3.
Section 4. Obligations of the Company.Section4ObligationsoftheCompany"
Whenever required under Section 2 or Section 3 to effect the registration of any
Registrable Shares, the Company shall, as expeditiously as practicable:
4.1. Registration Statement.
Prepare and file with the Commission a registration statement with respect to
such Registrable Shares and use the Company's best efforts to cause such
registration statement to become effective; provided, however, that before
filing a registration statement or prospectus or any amendments or supplements
thereto, including documents incorporated by reference after the initial filing
of the registration statement and prior to effectiveness thereof, the Company
shall furnish to one firm of counsel for the Selling Holders of Registrable
Shares (selected by Selling Holders of Registrable Shares owning a majority of
the Registrable Shares included in such registration statement or the Initiating
Substantial Holder, as the case may be) copies of all such documents in the form
substantially as proposed to be filed with the Commission at least four business
days prior to filing for review and comment by such counsel, which opportunity
to comment shall include an absolute right to control or contest disclosure if
the applicable Selling Holder of Registrable Shares reasonably believes that it
may be subject to controlling person liability under applicable securities laws
with respect thereto.
4.2. Amendments to Registration Statement. Prepare and file
with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act and
rules thereunder with respect to the disposition of all securities covered by
such registration statement. If the registration is for an underwritten
offering, the Company shall amend the registration statement or supplement the
prospectus whenever required by the terms of the underwriting agreement entered
into pursuant to Section 4.5. Subject to Rule 415 under the Securities Act, if
the registration statement is a Shelf Registration, the Company shall amend the
registration statement or supplement the prospectus so that it will remain
current and in compliance with the requirements of the Securities Act for three
years after its effective date, and if during such period any event or
development occurs as a result of which the registration statement or prospectus
contains a misstatement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, the Company shall promptly notify each Selling Holder of Registrable
Shares, amend the registration statement or supplement the prospectus so that
each will thereafter comply with the Securities Act and furnish to each Selling
Holder of Registrable Shares such amended or supplemented prospectus, which each
such Holder shall thereafter use in the Transfer of Registrable Shares covered
by such registration statement. Pending such amendment or supplement each such
Holder shall cease making offers or Transfers of Registrable Shares pursuant to
the prior prospectus.
4.3. Copies to Selling Holders. Furnish to each Selling
Holder of Registrable Shares, without charge, such numbers of copies of the
registration statement, any pre-effective or post-effective amendment thereto,
the prospectus, including each preliminary prospectus and any amendments or
supplements thereto, in each case in conformity with the requirements of the
Securities Act and the rules thereunder, and such other related documents as any
such Selling Holder may reasonably request in order to facilitate the
disposition of Registrable Shares owned by such Selling Holder.
4.4. Blue Sky Qualifications. Use the Company's best efforts
(i) to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such states or
jurisdictions as shall be reasonably requested by the Selling Holders of
Registrable Shares, and (ii) to obtain the withdrawal of any order suspending
the effectiveness of a registration statement, or the lifting of any suspension
of the qualification (or exemption from qualification) of the offer and transfer
of any of the Registrable Shares in any jurisdiction, at the earliest possible
moment; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.
4.5.Underwriting or Agency Agreement. In the event of any underwritten
or agented offering, enter into and perform the Company's obligations under an
underwriting or agency agreement (including indemnification and contribution
obligations of underwriters or agents), in usual and customary form, with the
managing underwriter or underwriters of or agents for such offering. Each
Selling Holder of Registrable Shares participating in such underwritten or
agented offering shall also enter into and perform its obligations under each
such agreement. The Company shall also cooperate with Demanding Holders or
Initiating Substantial Holder, as the case may be, and the managing underwriter
or agent for such offering in the marketing of the Registrable Shares, including
making available the Company's officers, accountants, counsel, premises, books
and records for such purpose, but the Company shall not be required to incur any
out-of-pocket expense pursuant to this sentence.
4.6. Stop Order. Promptly notify each Selling Holder of
Registrable Shares included in such registration statement of any stop
order issued or threatened to be issued by the Commission in connection
therewith (and take all reasonable actions required to prevent the entry of such
stop order or to remove it if entered.
4.7. Periodic Reports. Make generally available to the
Company's security holders copies of all periodic reports, proxy
statements, and other information referred to in Section 11.1 and an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act no
later than 90 days following the end of the 12-month period beginning with the
first month of the Company's first fiscal quarter commencing after the effective
date of each registration statement filed pursuant to this Agreement.
4.8. Information Available for Due Diligence. Make available
for inspection by any Selling Holder of Registrable Shares whose
Registrable Shares are included in such registration statement, any underwriter
participating in such offering and the representatives (but not more than one
firm of counsel to such Selling Holders) (collectively, the "Inspectors"), all
financial and other information as shall be reasonably necessary to enable them
to exercise their due diligence responsibility under the Securities Act;
provided, however, that information that the Company determines, in good faith,
to be confidential and which the Company notifies the Inspectors is confidential
shall not be disclosed to any Inspector unless such Inspector signs a
confidentiality agreement reasonably satisfactory to the Company or the related
Selling Holder of Registrable Shares agrees to be responsible for such
Inspector's breach of confidentiality on terms reasonably satisfactory to the
Company.
4.9. Comfort Letter; Legal Opinion. Use the Company's best
efforts to obtain a so-called "comfort letter" from its independent public
accountants, and legal opinions of counsel to the Company addressed to the
Selling Holders of Registrable Shares, in customary form and covering such
matters of the type customarily covered by such letters, and in a form that
shall be reasonably satisfactory to Selling Holders of Registrable Shares owning
a majority of the Registrable Shares included in the registration statement or
the Initiating Substantial Holder, as the case be. The Company shall furnish to
each Selling Holder of Registrable Shares a signed counterpart of any such
comfort letter or legal opinion.
4.10. Transfer Agent and Registrar. Provide and cause to be
maintained a transfer agent and registrar for all Registrable Shares
covered by such registration statement from and after a date not later than the
effective date of such registration statement.
4.11. Securities Exchange Listing or Quotation System.
Use all reasonable efforts to cause the Registrable Shares covered by such
registration statement (i) if the Common Stock is then listed on a securities
exchange or included for quotation in a recognized trading market, to continue
to be so listed or included for a reasonable period of time after the offering,
and (ii) to be registered with or approved by such other United States or state
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the Selling Holders of
Registrable Shares to consummate the disposition of such Registrable Shares.
4.12. CUSIP Number. Use the Company's reasonable efforts
to provide a CUSIP number for the Registrable Shares prior to the effective
date of the first registration statement including Registrable Shares.
4.13. Other Actions. Take such other actions as are
reasonably required in order to expedite or facilitate the disposition
of Registrable Shares included in each such registration.
Section 5. Information from Selling of Registrable Shares.
It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this Agreement with respect to the Registrable Shares of
any Selling Holder of Registrable Shares that such Selling Holder shall furnish
to the Company such information regarding such Selling Holder, the number of the
Registrable Shares owned by it, and the intended method of disposition of such
securities as shall be required to effect the registration of such Selling
Holder's Registrable Shares.
Section 6. Expenses of Registration. Expenses in connection with
registrations pursuant to this Agreement shall be allocated and paid as follows:
6.1. Demand and Shelf Registrations. With respect to each
Demand Registration and Shelf Registration, the Company shall bear and pay
all expenses incurred in connection with any registration, filing, or
qualification of Registrable Shares with respect to such Demand Registrations
for each Selling Holder of Registrable Shares (which right may be assigned to
any Person to whom Registrable Shares are Transferred as permitted by Section
9), including all registration, filing and National Association of Securities
Dealers, Inc. fees, all fees and expenses of complying with securities or Blue
Sky laws, all word processing, duplicating and printing expenses, messenger and
delivery expenses, the reasonable fees and disbursements of counsel for the
Company, and of the Company's independent public accountants, including the
expenses of "cold comfort" letters required by or incident to such performance
and compliance, and the reasonable fees and disbursements of one firm of counsel
for the Selling Holders of Registrable Shares (selected by Demanding Holders
owning a majority of the Registrable Shares owned by Demanding Holders to be
included in a Demand Registration or by the Initiating Substantial Holder, as
the case may be) (the "Registration Expenses"), but excluding underwriting
discounts and commissions relating to Registrable Shares (which shall be paid on
a pro rata basis by the Selling Holders of Registrable Shares).
6.2. Company Registration. The Company shall bear and pay
all Registration Expenses incurred in connection with any registrations
pursuant to Section 3 for each Selling Holder of Registrable Shares (which right
may be Transferred to any Person to whom Registrable Shares are Transferred as
permitted by Section 9), but excluding underwriting discounts and commissions
relating to Registrable Shares (which shall be paid on a pro rata basis by the
Selling Holders of Registrable Shares).
6.3. Company Not Relieved of Obligations. Any failure of
the Company to pay any Registration Expenses as required by this Section 6
shall not relieve the Company of its obligations under this Agreement.
Section 7. Underwriting Requirements.
If the total amount of securities, including Registrable Shares, to be included
in a registration pursuant to this Agreement exceeds the amount of securities
that the managing underwriter or underwriters reasonably believe compatible with
the success of the offering:
(i) If such registration is pursuant to Section
2.1, the Company shall be required to include in the registration only that
number of Registrable Shares which the managing underwriter or underwriters
believe will not jeopardize the success of the offering, allocated as follows:
(x) first, up to the full number of Registrable Shares owned by the Demanding
Holders that in the opinion of the managing underwriter or underwriters can be
so Transferred (allocated among the Demanding Holders pro rata), and (y) second,
the number of Registrable Shares owned by Selling Holders of Registrable Shares
(other than Demanding Holders) that in the opinion of the managing underwriter
or underwriters can be Transferred (allocated among such Selling Holders pro
rata).
(ii) If such registration is pursuant to Section 3,
the Company shall be entitled to register (1) any number of shares of
Common Stock for Transfer by it in such registration, and (2) only that number
of Registrable Shares, if any, that the Company determines to include. Each
Selling Holder of Registrable Shares shall be required to reduce by the same
percentage the number of Registrable Shares to be registered for Transfer by it
to give effect to the foregoing.
Section 8. Indemnification; Contribution. If any Registrable Shares
are included in a registration statement under this Agreement:
8.1. Indemnification by the Company. The Company shall
indemnify and hold harmless each Selling Holder of Registrable Shares, each
Person, if any, who controls such Selling Holder within the meaning of the
Securities Act, and each officer, director, partner, and employee of such
Selling Holder and such controlling Person, against any and all losses, claims,
damages, liabilities and expenses (joint or several), including attorneys' fees
and disbursements and expenses of investigation, incurred by such party pursuant
to any actual or threatened action, suit, proceeding or investigation, or to
which any of the foregoing Persons may become subject under the Securities Act,
the Exchange Act or other federal or state laws, insofar as such losses, claims,
damages, liabilities and expenses arise out of or are based upon any of the
following statements, omissions or violations (collectively a "Violation"):
(i) Any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein, or
any amendments or supplements thereto;
(ii) The omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make
the statements therein not misleading; or
(iii) Any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any applicable state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any applicable state securities law;
provided, however, that the indemnification required by this Section 8.1 shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or expense if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or expense to the extent that it arises out of or is based upon a Violation
which occurs in reliance upon and in conformity with written information
furnished to the Company by the indemnified party expressly for use in
connection with such registration.
8.2. Indemnification by the Selling Holders of Registrable
Shares. To the extent permitted by applicable law, each Selling Holder of
Registrable Shares shall indemnify and hold harmless the Company, each of its
directors, each of its officers who shall have signed the registration
statement, each Person, if any, who controls the Company within the meaning of
the Securities Act, any other Selling Holder of Registrable Shares, any
controlling Person of any such other Selling Holder and each officer, director,
partner, and employee of such other Selling Holder and such controlling Person,
against any and all losses, claims, damages, liabilities and expenses (joint and
several), including attorneys' fees and disbursements and expenses of
investigation, incurred by such party pursuant to any actual or threatened
action, suit, proceeding or investigation, or to which any of the foregoing
Persons may otherwise become subject under the Securities Act, the Exchange Act
or other federal or state laws, insofar as such losses, claims, damages,
liabilities and expenses arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Selling Holder of Registrable Shares expressly for use in connection with such
registration; provided, however, that (x) the indemnification required by this
Section 8.2 shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or expense if settlement is effected without the
consent of the relevant Selling Holder of Registrable Shares, which consent
shall not be unreasonably withheld, and (y) in no event shall the amount of any
indemnity under this Section 8.2 exceed the gross proceeds from the applicable
offering received by such Selling Holder.
8.3. Notification; Legal Representation. Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, suit, proceeding, investigation or threat thereof
made in writing for which such indemnified party may make a claim under this
Section 8, such indemnified party shall deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain its own
counsel, with the fees and disbursements and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time following the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 8 but shall not relieve the indemnifying
party of any liability that it may have to any indemnified party otherwise than
pursuant to this Section 8.
8.4. Contribution in Lieu of Indemnification. If the
indemnification required by this Section 8 from the indemnifying party is
unavailable to an indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to in this Section 8:
(i) The indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any Violation has been committed by,
or relates to information supplied by, such indemnifying party or indemnified
parties, and the parties, relative intent, knowledge, access to information and
opportunity to correct or prevent such Violation. The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in Section 8.1 and Section 8.2, any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.
(ii) The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 8.4 were
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to in Section
8.4(i). No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.
8.5. Full Indemnification Regardless of Relative Fault.
If indemnification is available under this Section 8, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
this Section 8 without regard to the relative fault of such indemnifying party
or indemnified party or any other equitable consideration referred to in Section
8.4.
8.6. Continuing Obligations. The obligations of the Company
and the Selling Holders of Registrable Shares under this Section 8 shall
survive the completion of any offering of Registrable Shares pursuant to a
registration statement under this Agreement, and otherwise.
Section 9. Transfer of Registration Rights. Rights under this
Agreement with respect to Registrable Shares may only be Transferred to a
Person in connection with the Transfer to such Person by a Holder of Registrable
Shares of such number of Registrable Shares which is not less than 15% of the
number of Registrable Shares outstanding on the date of this Agreement, provided
that (i) any such Transferee that is not a party to this Agreement shall have
executed and delivered to the Secretary of the Company a properly completed
agreement substantially in the form of Exhibit A, and (ii) the Transferor shall
have delivered to the Secretary of the Company, no later than 15 days following
the date of the Transfer, written notification of such Transfer setting forth
the name of the Transferor, name and address of the Transferee, and the number
of Registrable Shares which shall have been so Transferred.
Section 10. Restrictions on Public Sale by Holders of Registrable
Shares. Each Holder of Registrable Shares entitled pursuant to this Agreement
to have Registrable Shares included in a registration statement prepared
pursuant to this Agreement, if so requested by the managing underwriter or
underwriters in an underwritten offering or agent for an agented offering of any
Registrable Shares, shall not effect any public sale or distribution of shares
of Common Stock or any securities convertible into or exchangeable or
exercisable for shares of Common Stock, including a sale pursuant to Rule 144
under the Securities Act (except as part of such underwritten or agented
registration), during the ten-day period prior to, and during the 90-day period
beginning on, the date such registration statement is declared effective under
the Securities Act by the Commission, provided that such Selling Holder of
Registrable Shares is timely notified of such effective date in writing by the
Company or such managing underwriter or underwriters or agent. In order to
enforce the foregoing covenant, the Company shall be entitled to impose
stop-transfer instructions with respect to the Registrable Shares of each
Selling Holder of Registrable Shares until the end of such period.
Section 11. Covenants of the Company. The Company hereby agrees
and covenants as follows:
11.1. Current Public Information.
The Company shall file on a timely basis all reports required to be
filed by it under the Exchange Act. If the Company is not required to file
reports pursuant to the Exchange Act, upon the request of any Holder of
Registrable Shares, the Company shall make publicly available the information
specified in subparagraph (c)(2) of Rule 144 of the Securities Act, and take
such further action as may be reasonably required from time to time and as may
be within the reasonable control of the Company, to enable the Holders of
Registrable Shares to Transfer Registrable Shares without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144
under the Securities Act or any similar rule or regulation hereafter adopted by
the Commission.
11.2. Restrictions on other Registrations and Sales by the
Company.
(i) The Company shall not, and shall cause its
majority owned subsidiaries not to, effect any public sale or distribution
of any shares of Common Stock or any securities convertible into or exchangeable
or exercisable for shares of Common Stock, during the ten-day period prior to,
and during the 90-day period beginning on, the commencement of a public
distribution of the Registrable Shares pursuant to any registration statement
that was prepared pursuant to Section 2 at the request of Holders of Registrable
Shares owning an aggregate of 51% or more of the Registrable Shares then
outstanding (other than Transfers by the Company pursuant to such registration
if the registration is pursuant to Section 3). The Company shall not effect any
registration of its securities (other than on Form ▇-▇, ▇▇▇▇ ▇-▇, or any
successor forms to such forms), or effect any public or private sale or
distribution of any of its securities, including a sale pursuant to Regulation D
under the Securities Act, whether on its own behalf or at the request of any
holder or holders of such securities from the date of a request for a Demand
Registration pursuant to Section 2.1 by Holders of Registrable Shares owning an
aggregate of 51% or more of the Registrable Shares then outstanding until the
earlier of (x) 90 days following the date as of which all securities covered by
such Demand Registration statement shall have been Transferred, and (y) 180 days
following the effective date of such Demand Registration statement, unless the
Company shall have previously notified in writing all Selling Holders of
Registrable Shares of the Company's desire to do so, and Selling Holders of
Registrable Shares owning a majority of the Registrable Shares then outstanding
or the managing underwriter, if any, shall have consented thereto in writing.
(ii) Any agreement entered into after the date
of this Agreement pursuant to which the Company or any of its majority
owned subsidiaries issues or agrees to issue any privately placed securities
similar to any issue of the Registrable Shares (other than (x) shares of Common
Stock pursuant to a stock incentive, stock option, stock bonus, stock purchase
or other employee benefit plan of the Company approved by its Board of
Directors, and (y) securities issued to Persons in exchange for ownership
interests in any Person in connection with a business combination in which the
Company or any of its majority owned subsidiaries is a party) shall contain a
provision whereby holders of such securities agree not to effect any public sale
or distribution of any such securities during the periods described in the first
sentence of Section 11.2(i), in each case including a sale pursuant to Rule 144
under the Securities Act (unless such Person is prevented by applicable statute
or regulation from entering into such an agreement).
11.3. Mergers, Consolidations, Reorganizations and Transfers
of Assets.
The Company shall not, directly or indirectly, (x) enter into any merger,
consolidation or reorganization in which the Company shall not be the surviving
corporation or (y) Transfer or agree to Transfer all or substantially all the
Company' s assets unless prior to such merger, consolidation, reorganization or
asset Transfer, the surviving corporation or the Transferee, respectively, shall
have agreed in writing to assume the obligations of the Company under this
Agreement, and for that purpose references hereunder to "Registrable Shares"
shall be deemed to include the securities which the Holders of Registrable
Shares would be entitled to receive in exchange for Registrable Shares pursuant
to any such merger, consolidation or reorganization.
11.4. Limitations on Subsequent Registration Rights. The
Company shall not, without the prior written consent of Holders of
Registrable Shares that own an aggregate of 51% or more of the Registrable
Shares then outstanding, enter into any agreement (other than this Agreement)
with any holder or prospective holder of any securities of the Company which
would allow such holder or prospective holder to include securities of the
Company in any Demand Registration or Shelf Registration, unless under the terms
of such agreement, such holder or prospective holder may include such securities
in any such registration only to the extent that the inclusion of his, her or
its securities will not diminish the amount of Registrable Shares which may be
included.
Section 12. Amendment, Modification and Waivers; Further Assurances.
(i) This Agreement may be amended with the
consent of the Company and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company shall have obtained the written consent of Holders of
Registrable Shares owning Registrable Shares possessing a majority of the
combined voting power of the Registrable Shares then outstanding (voting
together as a single class) to such amendment, action or omission to act.
(ii) No waiver of any terms or conditions of
this Agreement shall operate as a waiver of any other breach of such terms
and conditions or any other term or condition, nor shall any failure to
enforce any provision hereof operate as a waiver of such provision or of any
other provision hereof. No written waiver hereunder, unless it by its own terms
explicitly provides to the contrary, shall be construed to effect a continuing
waiver of the provisions being waived and no such waiver in any instance shall
constitute a waiver in any other instance or for any other purpose or impair the
right of the party against whom such waiver is claimed in all other instances or
for all other purposes to require full compliance with such provision.
(iii) Each of the parties hereto shall execute
all such further instruments and documents and take all such further action
as any other party hereto may reasonably require in order to effectuate the
terms and purposes of this Agreement.
Section 13. Assignment. This Agreement and all of the provisions
hereof shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, assigns, executors, administrators or
successors; provided, however, that except as specifically provided herein with
respect to certain matters, neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned or delegated by the Company
without the prior written consent of Holders of Registrable Shares owning
Registrable Shares possessing a majority of the combined voting power of the
Registrable Shares outstanding (voting together as a single class) on the date
as of which such delegation or assignment is to become effective. A Holder of
Registrable Shares may Transfer its rights hereunder to a successor in interest
to the Registrable Shares owned by such assignor only as permitted by Section 9.
This Agreement is not intended to confer any rights or remedies upon any Person
other than the parties hereto and their permitted successors and assigns.
Section 14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without regard
to the conflict of laws principles thereof.
Section 15. Notices. All notices and requests given
pursuant to this Agreement shall be in writing and shall be made by hand
delivery, first class mail (registered or certified, return receipt requested),
telecopier, or overnight courier guaranteeing next business day delivery to the
relevant address specified in Schedule 1 to this Agreement or the relevant
agreement in the form of Exhibit A whereby such party became bound by the
provisions of this Agreement. Except as otherwise provided in this Agreement,
the date of each such notice and request shall be deemed, and the date on which
each such notice and request shall be deemed given shall be: at the time
delivered, if personally delivered or mailed; when transmission is confirmed, if
telecopied; and the next business day after timely delivery to the courier, if
sent by overnight courier guaranteeing next business day delivery.
Section 16. Entire Agreement; Integration. This Agreement supersedes
all prior agreements between or among any of the parties hereto with respect to
the subject matter contained herein, and this Agreement embodies the entire
understanding among the parties relating to such subject matter.
Section 17. Injunctive Relief. Each of the parties hereto acknowledges
that in the event of a breach by any of them of any material provision of
this Agreement, the aggrieved party may be without an adequate remedy at law.
Each of the parties therefore agrees that in the event of such a breach hereof
the aggrieved party may elect to institute and prosecute proceedings in any
court of competent jurisdiction to enforce specific performance or to enjoin the
continuing breach hereof. By seeking or obtaining any such relief, the aggrieved
party shall not be precluded from seeking or obtaining any other relief to which
it may be entitled.
Section 18. Term of Agreement. This Agreement may be terminated at
any time by a written instrument signed by the parties hereto. Unless
sooner terminated in accordance with the preceding sentence, this Agreement
shall terminate in its entirety on such date as there shall be no Registrable
Shares outstanding, provided that any shares of Common Stock previously subject
to this Agreement shall not be Registrable Shares following the sale of any such
shares in an offering registered pursuant to this Agreement.
Section 19. Section Headings. Section headings are for convenience
of reference only and shall not affect the meaning of any provision of this
Agreement.
Section 20. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, and all of which shall
together constitute one and the same instrument. All signatures need not
be on the same counterpart.
Section 21. Severability. If any provision of this Agreement shall
be invalid or unenforceable, such invalidity or unenforceability shall
not affect the validity and enforceability of the remaining provisions of
this Agreement, unless the result thereof would be unreasonable, in which
case the parties hereto shall negotiate in good faith as to appropriate
amendments hereto.
IN WITNESS WHEREOF, this Agreement has been duly entered into by the
parties hereto as of the date first written above.
ELSINORE CORPORATION
By:
Name:
Title:
HOLDERS OF REGISTRABLE SHARES:
MORGENS WATERFALL INCOME PARTNERS,
a New York limited partnership
By: MW Capital, L.L.C., a Delaware limited liability company
Title: General Partner
By:
Name: ▇▇▇▇▇ Waterfall
Title: Managing Member
RESTART PARTNERS, L.P., a Delaware limited partnership
By: Prime Group, L.P., a Delaware limited partnership
Title: General Partner
By: Prime, Inc., a Delaware corporation
Title: General Partner
By:
Name: ▇▇▇▇▇ Waterfall
Title: President
RESTART PARTNERS II, L.P., a Delaware limited partnership
By: Prime Group II, L.P., a Delaware limited partnership
Title: General Partner
By: Prime, Inc., a Delaware corporation
Title: General Partner
By:
Name: ▇▇▇▇▇ Waterfall
Title: President
RESTART PARTNERS III, L.P., a Delaware limited partnership
By: Prime Group III, L.P., a Delaware limited partnership
Title: General Partner
By: Prime, Inc., a Delaware corporation
Title: General Partner
By:
Name: ▇▇▇▇▇ Waterfall
Title: President
RESTART PARTNERS IV, L.P., a Delaware limited partnership
By: Prime Group IV, L.P., a Delaware limited partnership
Title: General Partner
By: Prime, Inc., a Delaware corporation
Title: General Partner
By:
Name: ▇▇▇▇▇ Waterfall
Title: President
RESTART PARTNERS V, L.P., a Delaware limited partnership
By: Prime Group V, L.P., a Delaware limited partnership
Title: General Partner
By: Prime, Inc., a Delaware corporation
Title: General Partner
By:
Name: ▇▇▇▇▇ Waterfall
Title: President
THE COMMON FUND FOR NON-PROFIT ORGANIZATIONS, a New York non-profit
corporation
By: Morgens, Waterfall, Vintiadis & Company, Inc., a New York
corporation
By:
Name: ▇▇▇▇▇ Waterfall
Title: President
MWV EMPLOYMENT RETIREMENT PLAN GROUP TRUST
By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Trustee
By:
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trustee
By:
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Trustee
By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Trustee
By:
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Trustee
PHOENIX PARTNERS, a New York limited partnership
By: MW Management, L.L.C., a Delaware limited liability company
Title: General Partner
By:
Name: ▇▇▇▇▇ Waterfall
Title: Managing Member
BETJE PARTNERS, a New York limited partnership
By:
Name: Zanvyl ▇▇▇▇▇▇▇
Title: General Partner
BEA ASSOCIATES
By:
Name:
Title:
SCHEDULE 1
to Common Stock Registration
Rights Agreement
NAMES AND ADDRESSES FOR DELIVERY OF
NOTICES UNDER THE AGREEMENT
COMPANY
Elsinore Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
HOLDERS OF REGISTRABLE SECURITIES
Morgens Waterfall Income Partners
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Restart Partners, L.P.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Restart Partners II, L.P.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Restart Partners III, L.P.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Restart Partners IV, L.P.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Restart Partners V, L.P.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
The Common Fund for Non-Profit Organizations
c/o Morgens, Waterfall, Vintiadis & Company, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
MWV Employee Retirement Plan Group Trust
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Betje Partners
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Phoenix Partners
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Waterfall
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
BEA Associates
1 Citicorp
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
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EXHIBIT A
to Common Stock Registration
Rights Agreement
AGREEMENT TO BE BOUND
BY THE COMMON STOCK REGISTRATION RIGHTS AGREEMENT
The undersigned, being the transferee of shares of the common stock,
$0.001 par value per share [or describe other capital stock received in exchange
for such common stock] (the "Registrable Shares"), of Elsinore Corporation, a
Nevada corporation (the "Company"), as a condition to the receipt of such
Registrable Shares, acknowledges that matters pertaining to the registration of
such Registrable Shares are governed by the Common Stock Registration Rights
Agreement dated as of , 1997 initially by and among the Company and the Holders
of Registrable Shares referred to therein (the "Agreement"), and the undersigned
hereby (1) acknowledges receipt of a copy of the Agreement, and (2) agrees to be
bound as a Holder of Registrable Shares by the terms of the Agreement, as the
same has been or may be amended from time to time.
Agreed to this day of , .
* Include address for notices
