First Supplemental Indenture to 9.5% Senior Notes Due 2004 by Delta Financial Corporation and The Bank of New York

Summary

Delta Financial Corporation, its subsidiaries, and The Bank of New York (as trustee) have amended their original 1997 indenture for the company's 9.5% Senior Notes due 2004. This supplemental indenture updates certain definitions and allows specific asset sales and liens related to interim financing, as agreed with a majority of noteholders. It also clarifies that certain actions taken for interim financing will not breach the indenture. The agreement is effective August 1, 2000, with conditions tied to the completion of an exchange offer by October 15, 2000.

EX-10.1 2 0002.txt FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 2000, by and among Delta Financial Corporation, a Delaware corporation (the "Company"), each of Delta Funding Corporation, a New York Corporation ("Delta Funding"), DF Special Holdings Corporation, a Delaware corporation ("DF Special Holdings"), Fidelity Mortgage, Inc., a Delaware Corporation, DFC Financial of Canada Limited, an Ontario, Canada corporation, DFC Funding of Canada Limited, an Ontario, Canada corporation, Continental Property Management Corp., a New York corporation (collectively, the "Subsidiary Guarantors") and The Bank of New York, as trustee (the "Trustee"), under the Indenture referred to below. WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have previously entered into an Indenture dated as of July 23, 1997 (the "Indenture") relating to the Company's 9 1/2% Senior Notes Due 2004 (the "Notes"); WHEREAS, Section 9.2 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may, with the written consent of the holders of at least a majority in principal amount of the outstanding Notes, amend or supplement the Indenture as provided herein; WHEREAS, the holders of a majority in principal amount of the outstanding Notes (the "Consenting Noteholders") have consented to this First Supplemental Indenture and agreed with the Company to consummate a restructuring of the Notes as described in the Term Sheet of Informal Noteholder Committee for Restructuring attached hereto as ANNEX A (the "Term Sheet"); and WHEREAS, all acts and things prescribed by law and by the Company's and the Subsidiary Guarantors' Certificates of Incorporation and By-laws (each as now in effect) necessary to make this First Supplemental Indenture a valid instrument legally binding on the Company and the Subsidiary Guarantors for the purposes herein expressed, in accordance with its terms, have been duly done and performed; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee hereby agree for the benefit of each other and the equal and ratable benefit of the holders of the Notes as follows: 1. AMENDMENT OF ARTICLE 1, SECTION 1.1. (a) The last sentence of the definition of "Asset Sale" included in Section 1.1 of the Indenture is hereby deleted in its entirety and replaced by the following: "Notwithstanding the foregoing, the following will not be deemed to be Asset Sales: (i) an issuance of Equity Interests by a Wholly-Owned Restricted Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary; (ii) a Restricted Payment that is permitted by Section 4.7; (iii) a disposition by a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or by the Company to a Wholly-Owned Restricted Subsidiary of the Company; and (iv) the sale, conveyance or any other disposition by the Company or any Restricted Subsidiary, of Residual Receivables and/or Servicing Receivables in connection with the consummation of the Interim Financing (as defined in and subject ot the terms and conditions set forth in the Term Sheet)." (b) Subclause (ii) of the definition of "Permitted Liens" included in Section 1.1 of the Indenture is hereby amended by adding the following at the end thereof: "PROVIDED FURTHER, HOWEVER, that the preceding proviso shall not be applicable to Liens on Residual Receivables and/or Servicing Receivables (and/or the Capital Stock of Restricted Subsidiaries of the Company substantially all of the assets of which are Residual Receivables and/or Servicing Receivables) incurred in connection with the consummation of the Interim Financing." (c) The definition of Servicing Receivables included in Section 1.1 of the Indenture is hereby amended and restated as follows: ""Servicing Receivables" means all rights arising by virtue of being the Servicer of Receivables, including without limitation, the right to receive servicing fees, ancillary income, reinvestment income, prepayment premiums, reimbursements for advances, or any interest in such rights, whether or not such rights or interests are certificated; PROVIDED, HOWEVER, that Servicing Receivables excludes the right to be or to replace the servicer except in connection with the securitization, whole loan sale or pledge of Receivables under Warehouse Lines." (d) The following definition is added to Section 1.1 of the Indenture: " "TERM SHEET" means the Term Sheet of Informal Noteholder Committee as attached as ANNEX A to the First Supplemental Indenture, dated August 1, 2000." 2. AMENDMENT OF ARTICLE 4, SECTION 4.10. The third paragraph of Section 4.10 of the Indenture is hereby amended by adding the following after the end thereof: "The restrictions contained in this paragraph shall not be applicable to the sale or other conveyance or disposition by the Company or any Restricted Subsidiary of Residual Receivables and Servicing Receivables (and/or the Capital Stock of Restricted Subsidiaries substantially all of the assets of which are Residual Receivables and/or Servicing Receivables) in connection with the consummation of the Interim Financing (as defined in and subject to the terms and conditions set forth in the Term Sheet)." 3. PLEDGE OF RESIDUAL RECEIVABLES. Notwithstanding anything to the contrary, the sale, conveyance or other disposition of, or the creation of a Lien on Residual Receivables and Servicing Receivables (and/or the Capital Stock of Restricted Subsidiaries substantially all of the assets of which are Residual Receivables and/or Servicing Receivables) by the Company, or any Restricted Subsidiary in connection with the consummation of the Interim Financing (as defined in and subject to the terms and conditions set forth in the Term Sheet) shall not be deemed a breach or violation of any covenant, representation, warranty or provision in the Indenture. 4. GUARANTEE OF INDEBTEDNESS. Notwithstanding anything to the contrary, the Guarantee of the Company of any Indebtedness secured by Residual Receivables and/or Servicing Receivables (and/or the Capital Stock of Restricted Subsidiaries substantially all of the assets of which are Residual Receivables and/or Servicing Receivables) by the Company, or any Restricted Subsidiary in connection with the consummation of the Interim Financing (as defined in and subject to the terms and conditions set forth in the Term Sheet) shall not be deemed a breach or violation of any covenant, representation, warranty or provision in the Indenture. 5. EFFECTIVENESS. This First Supplemental Indenture shall be effective as of the date hereof. If (i) the definitive terms of the Exchange Offer (as defined in the Term Sheet) have not been agreed with the Consenting Noteholders on or prior to September 1, 2000 or (ii) if the Company does not consummate the Exchange Offer by exchanging New Notes (as defined in the Term Sheet) for Notes with the Exchanging Holders on or prior to October 15, 2000, an Event of Default shall be deemed to have occurred at such time under the Indenture. 6. CONSTRUCTION. For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words "herein," "hereof" and "hereby" and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular Section hereof. 7. TRUSTEE ACCEPTANCE. The Trustee accepts the amendment of the Indenture effected by this First Supplemental Indenture and agrees to execute the trust created by the Indenture, as hereby amended, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture, as hereby amended. Without limiting the generality of the foregoing, the Trustee has no responsibility for the correctness of the recitals of fact herein contained which shall be taken as the statements of the Company and makes no representations as to the validity, enforceability against the Company, or sufficiently of this First Supplemental Indenture. 8. INDENTURE RATIFIED. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. 9. HOLDERS BOUND. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 10. SUCCESSORS AND ASSIGNS. This First Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 11. COUNTERPARTS. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of such counterparts shall together constitute one and the same instrument. 12. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF. [SIGNATURE BLOCK ON FOLLOWING PAGE] IN WITNESS WHEREOF, the Company, the Subsidiary Guarantors and the Trustee have caused this First Supplemental Indenture to be signed and executed as of the day and year first above written. DELTA FINANCIAL CORPORATION By: /S/ RICHARD BLASS _ Name: Richard Blass Title: Executive Vice President DELTA FUNDING CORPORATION By: /S/ RICHARD BLASS _ Name: Richard Blass Title: Executive Vice President DF SPECIAL HOLDINGS CORPORATION By: /S/ RICHARD BLASS _ Name: Richard Blass Title: Executive Vice President FIDELITY MORTGAGE, INC. By: /S/ RICHARD BLASS _ Name: Richard Blass Title: Executive Vice President DFC FINANCIAL OF CANADA LIMITED By: /S/ RICHARD BLASS _ Name: Richard Blass Title: Executive Vice President DFC FUNDING OF CANADA LIMITED By: /S/ RICHARD BLASS _ Name: Richard Blass Title: Executive Vice President CONTINENTAL PROPERTY MANAGEMENT CORP. By: /S/ RICHARD BLASS _ Name: Richard Blass Title: Executive Vice President THE BANK OF NEW YORK, Indenture Trustee By:/S/ JULIE SALOVITCH-MILLER Name: Julie Salovitch-Miller Title: Vice President ANNEX A Delta Financial Corporation and Subsidiaries TERM SHEET OF INFORMAL NOTEHOLDER COMMITTEE FOR RESTRUCTURING (THE "RESTRUCTURING TERM SHEET") DEBTORS AND OLD Delta Financial Corporation ("DELTA HOLDINGS"), SECURITIES and all of its subsidiaries (collectively the "DEBTORS") that are guarantors of the 9.5% Senior Notes of Delta Holdings (the "OLD Notes"). OVERVIEW Certain holders of Old Notes, consisting of beneficial owners of a majority in principal amount thereof, shall consent to a supplemental indenture (the "FIRST SUPPLEMENTAL INDENTURE") that shall permit the Debtors to pledge, or transfer to a special purpose entity, of interest-only and residual certificates ("RESIDUALS") and Servicing Receivables, or rights therein, to initially obtain approximately $16 million of interim financing (the "INTERIM FINANCING") from an interim finance lender. The negative pledge under the Old Notes Indenture shall continue to apply to $150MM of Residuals until the Exchange Offer occurs, and thereafter the terms of the Exchange Offer shall govern. This $150MM shall be Senior Residuals, except if the Company deposits $7.125 million into escrow, simultaneous with such deposit, such $150 million requirement shall be modified to $112.5 million of Senior Residuals and $42.5 million of other Residuals. Except for this negative pledge, pending consummation of the Exchange Offer, the Debtors will be permitted to do financings currently permitted under the Old Notes Indenture. The capitalization of the Debtors shall be restructured (the "EXCHANGE OFFER") through an exchange offer. Holders of Old Notes tendering into the exchange shall receive new notes and warrants. At the time the Exchange Offer is consummated, the new notes indenture shall permit one or more financing transactions utilizing Residuals and Servicing Receivables to raise capital for the company, subject to all the limitations herein. The Exchange Offer shall include covenant-stripping amendments to the Old Notes Indenture. It shall be a default under the Old Notes Indenture if the Consenting Noteholders and the Debtors have not reached definitive agreement on the terms of an exchange offer on or before September 1, 2000. NEW SECURITIES Each holder of Old Notes who tenders into the Exchange Offer shall receive a PRO RATA share of a new issue of up to $150.0 million NEW SENIOR SECURED NOTES aggregate principal amount 9.5% Senior Secured Notes (the "NEW NOTES") of Delta Holdings. SEE TERM SHEET FOR NEW NOTES, ATTACHED HERETO AS ANNEX A. NEW WARRANTS Each holder of Old Notes who tenders into the Exchange Offer shall receive a PRO RATA share of a new issue of warrants (the "WARRANTS") of Delta Holdings for 10% of the currently issued and outstanding common stock of Delta Holdings. SEE TERM SHEET FOR NEW WARRANTS, ATTACHED HERETO AS ANNEX B. INTERIM FINANCING The Consenting Noteholders shall agree to CONSENT permit the Interim Financing (the "INTERIM FINANCING CONSENT"). The First Supplemental Indenture shall lift the negative pledge from certain Residuals and all other applicable covenants to the extent necessary in order to permit the Interim Financing. COUPON PAYMENT At the time of the Interim Financing Consent the Debtors shall direct the interim finance lender to make payments out of the proceeds of the Interim Financing directly to the indenture trustee for the Old Notes to pay the August 1, 2000 coupon on the Old Notes. LOCK-UP AGREEMENT PARTIES TO LOCK-UP Certain holders of Old Notes will become party to a Lock-up Agreement with the Debtors (such holders being the "CONSENTING NOTEHOLDERS"). COMMITTEE ADVISORS During the Lock-up Period, and until the hot back-up servicer is in place, and thereafter (if applicable) following the occurrence of an Event of Default under either of the Old Notes Indenture (if the Exchange Offer is not consummated) or the New Notes Indenture, the Debtors shall pay the fees and expenses of Ropes & Gray (counsel to the Informal Committee) and Houlihan Lokey Howard & Zukin Capital ("HLH&Z") (financial advisor to the Informal Committee). All such fees shall be paid under retainer agreements similar in form to the payment agreement between the Company and Ropes & Gray, with retainer amounts for HLH&Z acceptable to the Informal Committee and HLH&Z in their reasonable discretion. The Debtors shall give the Informal Committee's advisors full reasonable access to all legal, operational and financial materials to allow them to monitor the Debtor's operations and status. COVENANTS OF DEBTORS The Debtors shall use their best efforts to DURING LOCK-UP PERIOD have the Exchange Offer consummated with not less than the percentage of holders of Old Notes required under the Old Notes Indenture tendering into the exchange, so as to be consummated not later than October 15, 2000. Failure to consummate by October 15, 2000 shall constitute an Event of Default under the Old Notes Indenture, as amended by the First Supplemental Indenture. Until consummation of the Exchange Offer, the Debtors shall not engage in any transaction outside the ordinary course of business, or enter into any agreement to consummate such a transaction. ONGOING COVENANTS OF During the Lock-up Period and thereafter, the DEBTORS Debtors shall make all preparations to be able to facilitate the effectuation of a transfer of servicing and other matters necessary for the bondholders to effectively realize on the collateral being pledged should a default occur in the future. These preparations shall include implementing a hot-back-up servicer within 150 days after consummation of the Exchange Offer, if the Exchange Offer is consummated, or as quickly as is practicable if the Exchange Offer is not consummated, such servicer to be satisfactory to the Informal Committee. The requirements for a hot back-up servicer shall be extinguished upon the Debtors reaching a liquidity threshold to be agreed upon prior to September 1, 2000. REPRESENTATIONS OF Each Consenting Noteholder shall represent and CONSENTING NOTEHOLDERS warrant, in favor of the Debtors and the Indenture Trustee, that it is the beneficial owner of a stated amount of Old Notes. TERMINATION OF LOCK-UP The passage of October 15, 2000 without PERIOD AND OBLIGATIONS consummation of the Exchange Offer. OF CONSENTING NOTEHOLDERS FORM OF DOCUMENTATION All documentation (including all documentation contemplated by Annexes A and B hereto) to be satisfactory in form and substance to both the Consenting Noteholders and to the Debtors in their respective sole discretion. The Debtors and their officers and directors shall provide such certificates, representations and warranties as the Consenting Noteholders shall require. AUGUST 1, 2000 ANNEX A Restructuring of Delta Financial Corporation and Subsidiaries TERM SHEET FOR 9.5% SENIOR SECURED NOTES DUE 2004 (THE "NEW NOTES")1 ISSUER Delta Financial Corporation ("DELTA HOLDINGS"), under a trust indenture with an indenture trustee (the "INDENTURE TRUSTEE") mutually acceptable to the Debtors and the Consenting Noteholders. GUARANTORS All subsidiaries of Delta Holdings, which currently are guarantors of the Old Notes, plus all additional subsidiaries which are not contractually prohibited from being a guarantor (subject to further review). PRINCIPAL AMOUNT up to $150,000,000 INTEREST 9.5% per annum, payable semiannually in arrears on February 1 and August 1 of each year (each an "INTEREST PAYMENT DATE"). Interest shall be deemed to accrue as of the last interest payment date under the Old Notes. MATURITY August 1, 2004. - -------- 1Capitalized terms defined in the Restructuring Term Sheet and not otherwise defined herein are used herein with the meanings so defined. COLLATERAL Perfected first priority liens on all contractual rights to be the servicer (and following exercise of such right, in all rights arising by virtue of the servicing rights) and upon the stock of all subsidiaries of Delta Holdings. Perfected first priority liens on the beneficial interests in one or more (in the discretion of the Consenting Noteholders) Delaware business trusts that holds Residuals received by the Debtors (the "RESIDUALS COLLATERAL TRUSTS"). The Residual Collateral Trusts shall be restricted subsidiaries and wholly owned subsidiaries of Delta Funding Corporation and/or of DF Special Holdings Corporation and each Residuals Collateral Trust shall hold Residuals received by its parent. In addition to liens relating to rights to be the servicer, stock of subsidiaries, and the Residuals Collateral Trusts, a lien on all other assets as to which there is no contractual prohibition in the granting of liens, including all unencumbered assets (the "Other Assets"). Notwithstanding the lien on the Other Assets, the Debtors will be permitted to use, sell, lease or securitize Other Assets in the ordinary course of business. Amounts sufficient to meet the first coupon payment on the New Notes shall be placed into escrow (upon conclusion of the so-called NIMS trade). So long as the New Notes are outstanding, the Debtors shall cause all Residuals to be transferred to the Residuals Collateral Trust immediately upon the Debtors' obtaining such Residuals. Provided no Event of Default has occurred and is continuing, the Debtors shall be permitted to substitute other Residuals for the Residuals within the Residuals Collateral Trusts provided the Residuals being deposited were received by the parent of the respective Residuals Collateral Trust and the Residuals Coverage Ratio is satisfied after giving pro forma effect to the substitution. DESCRIPTION OF RESIDUALS COVERAGE RATIO The value of FINANCIAL COVENANTS Residuals and cash in the Residuals Collateral Trust shall not be less than $165 million. Such minimum value shall increase on the following schedule: on and after September 30, 2001 $170MM on and after September 30, 2002 $175MM on and after September 30, 2003 $200MM on and after September 30, 2004 $210MM The aggregate value of Senior Residuals in the Residuals Collateral Trust shall initially be not less than $150 million, or in the event Delta Holdings has deposited $7.125 million into escrow for coupon payments, such amount shall be decreased to $112.5 million simultaneous with such deposit. (The Residuals Collateral Trust shall still be required to maintain the minimum values of $165 million, and increasing after 9/30/01, aggregate value of Residuals and cash, set forth in the first sentence.). The value amount of Senior Residuals in the Residuals Collateral Trust shall be raised to $150MM on the third anniversary of the issuance date and to $155.0 million after the fourth anniversary of the Issuance Date. Residuals which were created through net interest margin securities transactions ("NIMS") shall be deemed to be Senior Residuals when the outstanding principal amount of all other securities issued in the applicable NIMS has decreased to 20% or less of their aggregate original principal amount. For purposes of these covenants, the value of Senior Residuals shall be calculated in accordance with GAAP except using a discount rate of 12%, and the value of all other Residuals shall be calculated in accordance with GAAP except using a discount rate of 18%. MINIMUM CASH ON HAND The Debtors shall not have less than $10,000,000 of cash and cash equivalents on hand at any time (including any money held in escrow), using the same requirements as in the Debtor's warehouse lines of credit (the "Warehouse Lines"). DESCRIPTION OF OTHER IN GENERAL: As under the Old Notes Indenture COVENANTS (to the extent not inconsistent with this Term Sheet) plus covenants set forth in the loan documents for the Warehouse Lines [subject to further review]. LIMITATIONS ON LIENS OR RIGHTS TO BE SERVICER OR SALE OF STOCK OF SUBSIDIARIES: Prohibited without consent of 51% of the New Notes. TRANSACTIONS WITH AFFILIATES As customary for secured bank loans. REPORTING: Within 90 days following the end of each fiscal year, KPMG (or such other firm of internationally recognized accountants as is then retained by the Company to audit its financial statements) as part of its annual audit will confirm that the methodology and assumptions employed by the Debtor in determining the value of the Residuals. BACK-UP SERVICER: Within 150 days following the Issuance Date, Delta Funding will, at its own cost, enter into a "hot" back-up servicing agreement (the "Servicing Agreement") with a nationally recognized servicer, which will provide for mapping and monthly back-up of information relating to the mortgage loans underlying Residuals created after 1996. EVENTS OF DEFAULT As in the Old Notes Indenture, breach of covenants or conditions under the New Notes Indenture, and cross default to all Warehouse Lines. RELIEF FROM STAY. The Debtors shall consent to relief from the automatic stay in the event of a chapter 11 or chapter 7 filing. COUPON PAYMENT. The Debtors shall certify 30 days prior to the initial due date (without grace) of each coupon payment on the New Notes that funds necessary to pay the coupon payment have been placed in escrow on terms identical to those for the coupon required to be escrowed at the time of the Exchange Offer. CHANGE OF CONTROL PUT As in the Old Notes Indenture. REGISTRATION RIGHTS The New Notes shall not be registered under the Securities Exchange Act of 1934. The Debtors shall register the New Notes at the request of 51% of the beneficial holders of the New Notes. AMENDMENTS Majority consent required for all non ministerial amendments, including release of collateral, approval of asset sales by subsidiaries, permitting senior liens and pari-passu debt and subordination of New Notes to other debt; PROVIDED, HOWEVER, consent of each holder shall be required for changes to such holder's rights with respect to (i) interest and principal payments and redemption/call/put provisions, (ii) maturity date, (iii) currency of payment, (iv) place of payment and (v) right to bring suit for interest and principal. OTHER PROVISIONS Customary certification, notice and reporting provisions for collateral monitoring under a senior secured bank facility, including quarterly and audited annual reporting. Other provisions to be consistent with terms of Indenture for the Old Notes or as otherwise agreed by the Debtors and a majority of the Consenting Noteholders. AUGUST 1, 2000 ANNEX B Restructuring of Delta Financial Corporation and Subsidiaries TERM SHEET FOR WARRANTS (THE "WARRANTS")1 ISSUER Delta Financial Corporation ("Delta Holdings"). NUMBER Warrants exercisable for common shares equal to 10% of currently issued and outstanding common shares. EXERCISE PERIOD The Warrants shall expire on the 10th anniversary of their issuance. The Warrants (if not previously exercised) shall expire and be of no further force or effect upon payment of the New Notes in full. EXERCISE PRICE At issuance: $9.10 per share. If equity buy-in of $15MM or more prior to the second anniversary of their issuance, the exercise price is reset to 110% of the per share equity buy-in. After the second anniversary, the exercise price is $0.01 per share. DIVIDENDS The Issuer shall provide prior notice to the holders of Warrants of any record date for dividends. - -------- 1Capitalized terms defined in the Restructuring Term Sheet and not otherwise defined herein are used herein with the meanings so defined. MAJOR CORPORATE Upon any sale or disposition of the company, or TRANSACTIONS change of control, Warrant holders shall have the right to exercise all Warrants. Warrant holders shall have tag-along rights with Miller family shares sold in any change of control transaction. ADJUSTMENTS; The number of Warrants shall be adjusted in the ANTIDILUTION event of stock-splits, combinations, reclassifications and stock-for-stock distributions. In the event of any merger or other such transaction, the holders of Warrants shall receive as part of such transaction consideration equal in amount and kind to the consideration given to holders of common stock of the Issuer. The Warrants shall also have provisions to prevent dilution by below-market-price issuances of stock or other equity interests. REGISTRATION RIGHTS Demand registration rights. MISCELLANEOUS Customary notice rights. Customary rights and remedies, including the right to specific performance.