UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 9
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Allstate Financial Corporation
(Name of Issuer)
Common Stock, No par value
(Title of Class of Securities)
02001110
(CUSIP Number)
David P. Levin
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 11, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement:
Page 1 of 7 pages
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SCHEDULE 13D
CUSIP No. 02001110 Page 2 of 7 Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOGGIN CAPITAL MANAGEMENT, L.P.
________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) /_/
(b) SEE ITEM 5
________________________________________________________________
3) SEC USE ONLY
________________________________________________________________
4) SOURCE OF FUNDS
N/A
________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________
7) SOLE VOTING POWER
0 (See Item 5)
NUMBER _______________________________________________
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY _______________________________________________
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 0 (See Item 5)
REPORTING _______________________________________________
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
________________________________________________________________
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SCHEDULE 13D
CUSIP No. 02001110 Page 3 of 7 Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SELIG PARTNERS, L.P.
________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) /_/
(b) SEE ITEM 5
________________________________________________________________
3) SEC USE ONLY
________________________________________________________________
4) SOURCE OF FUNDS
N/A
________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________
7) SOLE VOTING POWER
0 (See Item 5)
NUMBER _______________________________________________
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY _______________________________________________
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 0 (See Item 5)
REPORTING _______________________________________________
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
________________________________________________________________
PAGE
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Amendment No. 9 to Schedule 13D
This Statement amends the Schedule 13D, dated April 6,
1994, as amended by Amendment No. 1, dated May 20, 1994,
Amendment No. 2, dated December 15, 1994, Amendment No. 3,
dated December 21, 1994, Amendment No. 4, dated December 28,
1994, Amendment No. 5, dated January 31, 1995, Amendment No.
6, dated February 9, 1995, Amendment No. 7, dated May 12, 1995,
and Amendment No. 8, dated May 17, 1995 (the "Schedule 13D"),
filed by Scoggin Capital Management, L.P. and Selig Partners,
L.P. (the "Reporting Persons"), with respect to the Common Stock,
no par value (the "Common Stock"), of Allstate Financial
Corporation, a Virginia corporation (the "Company").
Notwithstanding this Amendment No. 9, the Schedule 13D speaks as
of its respective dates.
I. Item 4 of the Schedule 13D, "Purpose of the Transaction," is
hereby amended by adding the following:
"Pursuant to a Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated as of September 11, 1995, between the
Reporting Persons and the Company, Scoggin Capital Management,
L.P. exchanged 405,500 shares of Common Stock for an aggregate of
$2,574,000 of the Company's Convertible Subordinated Notes due
2000 (the "Notes") and Selig Partners, L.P. exchanged 41,700
shares of Common Stock for an aggregate of $264,000 of the Notes.
The Notes are convertible at the rate of $7.50 per share of
Common Stock and bear interest at an initial rate of 10% per
annum. Pursuant to the terms of the Stock Purchase
Agreement, without the consent of the Company, subject to certain
exceptions, the Reporting Persons do not have the right to
convert the Notes into Common Stock until March 1, 1997. Upon
the occurrence of certain change of control events, holders
of the Notes have the right to require that the Notes be
redeemed at their face amount. Pursuant to the terms of the Stock
Purchase Agreement, the Company agreed that within 90 days it
will use its best efforts to consummate an offer to the holders of
the Common Stock other than the Reporting Persons (the "Other
Stockholders") to issue up to $2,162,000 in aggregate principal
ammount of Notes to such Other Stockholders in exchange for some
or all of the shares of Common Stock held by such Other
Stockholders. A copy of the Stock Purchase Agreement is attached
as Exhibit 4 and incorporated herein by reference.
In connection with the share exchange, the Company has
agreed to expand its Board of Directors to seven seats, to
appoint designees of the Reporting Persons to two of those seats
and to support the election of designees of the Reporting Persons
to two of those seats."
II. Items 5(a)-(c) of the Schedule 13D, "Interest in
Securities of the Issuer", are amended and restated in
their entirety as follows:
"(a) None.
(b) None.
(c) The Reporting Persons ceased to be beneficial owners
of more than 5% of the Common Stock on September 11, 1995.
Accordingly, the Reporting Persons no longer have a reporting
obligation under Section 13(d) of the Securities Exchange Act."
4
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III. Item 7 of the Schedule 13D, "Material to be Filed as
Exhibits," is hereby amended by adding the following:
"Exhibit 4 Stock Purchase Agreement, dated as of September
11, 1995."
5
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: September 13, 1995
SCOGGIN CAPITAL MANAGEMENT, L.P.
By: Craig Effron, President of
Scoggin Inc., the general partner of S&E
Partners L.P., the general partner of
Scoggin Capital Management, L.P.
/s/ Craig Effron
Name: Craig Effron
6
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: September 13, 1995
SELIG PARTNERS, L.P.
By: Timothy S. Mullen, the sole general
partner of Selig Partners, L.P.
/s/ Timothy S. Mullen
Name: Timothy S. Mullen
7
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EXHIBIT 4
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of September 11, 1995
between ALLSTATE FINANCIAL CORPORATION, a Virginia corporation
(the "Company"), and SCOGGIN CAPITAL MANAGEMENT, LP, a Delaware
limited partnership, and SELIG PARTNERS, LP, a Delaware limited
partnership (collectively with Scoggin Capital Management, LP and
their respective successors and assigns (which should not include
Transferees, as hereinafter defined) the "Stockholders").
The parties hereto agree as follows:
SECTION 1. EXCHANGE OF COMMON STOCK; CLOSING.
1.1 Exchange of Common Stock. Subject to the terms
and conditions of this Agreement, the Company agrees to accept
for exchange at the Closing, and each of the Stockholders agrees
to tender to the Company for exchange at the Closing, the number
of shares (the "Shares") of common stock of the Company, no par
value per share (the "Common Stock"), set forth opposite such
Stockholder's name below. In exchange for the Shares, the
Company shall issue and each of the Stockholders should accept
$1,000 in principal amount of the Company's Convertible
Subordinated Notes (the "Notes") for each 157.48 Shares owned by
it. The Notes shall be issued pursuant to an Indenture, dated as
of September 11, 1995, between the Company and Shawmut Bank
Connecticut, National Association, as Trustee (the "Trustee"), in
the form attached hereto as Exhibit A (the "Indenture"). Each
Stockholder shall receive Notes in such permitted denominations
as it shall direct. The Company shall only issue Notes in
denominations of $1,000 and multiples thereof, and will purchase
any Shares not therefor exchanged for Notes hereunder at and for
a price of $6.35 per Share.
Scoggin Capital Management, LP 405,500 shares
Selig Partners, LP 41,700 shares
1.2 Closing. The consummation of the transactions
contemplated by Section 1.1 of this Agreement (the "Closing")
shall take place on September 11, 1995 at the offices of Robinson
& Cole, 780 Third Avenue, 29th Floor, New York, New York, at 9:00
A.M. (local time) or at such other time, date or place as the
Company and the Stockholders shall agree. At the Closing, the
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Company shall deliver to each Stockholder (x) the Notes acquired
by it, duly registered in such Stockholder's name and (y) a check
in the amount of the purchase price of any Shares not exchanged
for Notes hereunder against (i) duly registered certificates
representing the Shares of Common Stock purchased hereunder and
(ii) duly executed stock powers in form and substance sufficient
to convey the Shares of Common Stock purchased hereunder.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents, warrants and covenants to the
Stockholders that, as of the date hereof:
2.1 Organization and Corporate Power. The Company is
a corporation duly organized, validly existing and in good
standing under the laws of the State of Virginia, and is duly
qualified to do business as a foreign corporation in all other
jurisdictions in which such qualification is required. The
Company has all required corporate power and authority to own its
property, carry on its business as now conducted, and to enter
into and carry out all of its obligations under this Agreement,
the Indenture and the Notes, and to issue, sell and, with the
Trustee, deliver the Notes, and to carry out the transactions
contemplated hereby and thereby.
2.2 Authorization. This Agreement, the Indenture and
the Notes each constitutes a valid and binding obligation of the
Company, enforceable in accordance with its terms (except as such
enforcement may be limited by equitable principles and subject to
laws of general application relating to bankruptcy, insolvency
and the relief and rehabilitation of debtors), and the execution,
delivery and performance of this Agreement, the Indenture and the
Notes, and the issuance of the Notes and the shares of Common
Stock to be issued upon conversion of the Notes, have been duly
authorized by all necessary corporate action on the part of the
Company and no consent of any third party (other than consents
obtained on or prior to the date hereof and which remain in full
force and effect) is required to be obtained for the consummation
of the transactions contemplated hereby or thereby.
2.3 Effect of Transactions. The execution, delivery
and performance of this Agreement, the Indenture and the Notes,
and the issuance, sale and delivery by or on behalf of the
Company of the Notes, and the performance by the Company of the
transactions contemplated hereby and thereby do not, after giving
effect to waivers or consents obtained on or prior to the date
hereof and which remain in full force and effect, (a) conflict
with or result in a breach of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of
any lien, security interest, charge or encumbrance upon the
capital stock (other than the reservation of shares of Common
Stock for
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issuance upon conversion of the Notes) or assets of the Company
or any of its subsidiaries pursuant to, (d) give any third party
the right to accelerate any obligation under, (e) result in a
violation of, or (f) require any authorization, consent,
approval, exemption or other action by or notice to any court or
administrative or governmental body pursuant to (i) the
Certificate of Incorporation or by-laws of the Company, (ii) any
agreement to which the Company or any of its subsidiaries is a
party or is bound or to which its assets are subject, or (iii)
any law, statute, rule, regulation, judgment, injunction, order
or decree to which the Company or any of its subsidiaries is
subject.
2.4 Capitalization; Reservation of Conversion Shares.
(a) Immediately prior to the Closing, the total authorized
capital stock of the Company shall consist of (i) 10,000,000
shares of Common Stock, 3,102,328 shares of which shall be issued
and outstanding, and 2,000,000 shares of Preferred Stock, none of
which shall be outstanding. All of the issued and outstanding
shares of the Company's capital stock have been duly authorized,
validly issued and are fully paid and non-assessable.
(b) The Company has reserved, and at all times shall
keep available, free from any preemptive rights, out of its
authorized but unissued Common Stock, enough shares of Common
Stock to permit the conversion of the Notes. All shares of
Common Stock which may be issued upon conversion of the Notes
shall be validly issued, fully paid and non-assessable. The
Company shall comply with all applicable securities laws
regulating the offer, sale and delivery of shares of Common Stock
upon conversion of the Notes.
2.5 No Material Adverse Change. Each document filed
by the Company since January 1, 1995 pursuant to the Securities
Exchange Act of 1934, as amended, does not contain a material
misstatement or omit to make a material statement required to be
made therein, in each case as of its date. Except for the
transactions contemplated by this Agreement, the Indenture and
the Exchange Offer contemplated in Section 5.2 hereof, (i) since
June 30, 1995, there has been no material adverse change in the
financial condition, assets, operations or capitalization of the
Company, (ii) since December 31, 1994, the Company has not formed
or acquired any new subsidiaries, (iii) since December 31, 1994,
the Company has not issued any options or warrants to buy capital
stock of the Company (except for options to purchase fewer than
1,100 shares of Common Stock granted to employees) and (iv) since
June 30, 1995, other than in the ordinary course of its business,
the Company has not entered into any material agreements or
understandings pursuant to which the Company, or any of its
subsidiaries, would be liable, directly or indirectly, for any
Indebtedness (as such term is defined in the Indenture).
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2.6 No Default. Were the Indenture in effect as of
the Closing, after giving effect to the transactions contemplated
by this Agreement, the Indenture and the Notes, there would be no
Event of Default thereunder as of such date.
2.7 Exemption from Registration Requirements. The
exchange of Notes for shares of Common Stock contemplated by this
Agreement, when consummated pursuant to the terms hereof, will be
exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act") pursuant to Section 3(a)(9)
thereof ("Section 3(a)(9)"), and the Company has neither taken
any action nor allowed any condition to exist that would prevent
the application of such exemption to such exchange.
2.8 Registered Holders. As of the date hereof, the
Company does not have more than 250 shareholders of record.
2.9 Exemption from Trust Indenture Act. The Notes are
exempt from the requirements of the Trust Indenture Act of 1939,
as amended, and it is not necessary to qualify the Indenture
thereunder.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.
Each of the Stockholders represents, warrants and
covenants, severally but not jointly, to the Company that:
3.1 Organization and Power. Each of the Stockholders
is a limited partnership duly organized, validly existing and in
good standing under the laws of the State of Delaware, and is
duly qualified to do business as a foreign limited partnership in
all other jurisdictions in which such qualification is required.
Each of the Stockholders has all required power and authority to
own its property, carry on its business as now conducted and to
carry out the transactions contemplated hereby.
3.2 Authorization. This Agreement constitutes a valid
and binding obligation of each of the Stockholders, enforceable
in accordance with its terms (except as such enforcement may be
limited by equitable principles and subject to laws of general
application relating to bankruptcy, insolvency and the relief and
rehabilitation of debtors), and the execution, delivery, and
performance of this Agreement has been duly authorized by all
necessary action and no consent of any third party is required to
be obtained for the consummation of the transactions contemplated
hereby.
3.3 Effect of Transactions. The execution, delivery
and performance of this Agreement and the transactions
contemplated hereby do not (a) conflict with or result in a
breach of the terms, conditions or provision of, (b) constitute a
default
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under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon either of the Stockholder's assets
pursuant to, (d) give any third party the right to accelerate any
obligation under, (e) result in violation of, or (f) require any
authorization, consent, approval, exemption or other action by or
notice to any court or administrative or governmental body
pursuant to (i) the limited partnership agreement of either
Stockholder, (ii) any agreement to which either Stockholder is a
party or is bound or to which its assets are subject, (iii) any
law, statute, rule, regulation, judgement, injunction, order or
decree to which either Stockholder is subject.
3.4 Title. Neither Stockholder nor any of its
affiliates owns any shares of capital stock of the Company,
either directly or indirectly and of record or beneficially,
other than the Shares. Each of the Stockholders is the owner,
beneficially and of record, and has good title to the Shares
owned by it, free and clear of all liens, encumbrances, security
agreements, equities, options, adverse claims and interests and
restrictions whatsoever. The Company will acquire good,
marketable and indefeasible title thereto, free of any liens,
encumbrances, security agreements, equities, options, adverse
claims and interests and restrictions arising from or caused by
any act or omission of either of the Stockholders.
SECTION 4. COVENANTS OF THE STOCKHOLDERS.
From and after the execution and delivery of this
Agreement, each of the Stockholders (for itself and any entity
which it may at any time directly or indirectly control),
severally but not jointly, covenants and agrees with the Company
that:
(a) it will, for a period of five years from the date
hereof, refrain from purchasing or acquiring, either directly or
indirectly and of record or beneficially, any shares of Common
Stock or any other security of the Company convertible into or
exercisable for Common Stock, provided, however, that this
covenant shall not prevent either of the Stockholders from
converting the Notes, or any portion thereof, into Common Stock
upon the terms and pursuant to the conditions set forth herein
and in the Notes and the Indenture;
(b) it will not convert the Notes or any portion
thereof into Common Stock before the earlier of (i) March 1,
1997, or (ii) the date immediately preceding the date upon which
the Company consummates a transaction pursuant to which, pursuant
to the Indenture, the Stockholders would receive property or
assets other than the Company's Common Stock upon such
conversion; provided, however, that, subject to Section 4(c)
hereof, the Stockholders shall be allowed to convert the Notes or
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any portion thereof into Common Stock at any time pursuant to the
terms of the Indenture, provided that all such Common Stock is
immediately sold to an unaffiliated third party;
(c) prior to December 31, 1996, it will not transfer,
convey or assign, (i) to any purchaser or transferee (which
shall include any Affiliate (as defined in the Rules and
Regulations promulgated pursuant to the 1933 Act) of such
purchaser or transferee), in any transaction or series of
transactions, more than 10% of the Registrable Securities (as
hereinafter defined) it holds without the prior written consent
of the Company in its sole discretion, or (ii) any of the
Registrable Securities it holds to any Affiliate of either of
the Stockholders, unless such Affiliate enters into an agreement
restricting its subsequent transfer, conveyance or assignment
pursuant to the terms of this Section 4 in form and substance
reasonably satisfactory to the Company; and
(d) all Notes issued to either of the Stockholders
shall contain a legend with respect to the restrictions set forth
in subsections (b) and (c) of this Section 4.
SECTION 5. COVENANTS OF THE COMPANY.
5.1 Board of Directors. The Company covenants and
agrees that (i) it shall, within ten days after the Stockholders
designate persons to serve as directors of the Company and the
Company has had sufficient opportunity to satisfy itself as to
the qualifications and suitability of such designees, take all
corporate action necessary to increase the number of directors
of the Company by two, if necessary, and appoint two persons
designated by the Stockholders to fill the vacancies thus
created until the Company's 1995 annual meeting of stockholders;
(ii), so long as the Stockholders own Notes or shares of Common
Stock having a combined value equal to at least $700,000 in
aggregate principal amount of Notes, where each share of Common
Stock is valued at $7.50 in principal amount of Notes, at each
meeting of the Company's shareholders, the Stockholders shall be
allowed to designate one person for nomination as a candidate
for election to the Board of Directors of the Company, which
candidate shall be supported for election by the management and
Board of Directors of the Company; (iii), so long as the
Stockholders own Notes or shares of Common Stock having a
combined value equal to at least $1,415,000 in aggregate
principal Amount of Notes, where each share of Common Stock is
valued at $7.50 in principal amount of Notes, at each meeting of
the Company's shareholders, the Stockholders shall be allowed to
designate an additional person for nomination as a candidate for
election to the Board of Directors of the Company, which
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candidate shall also be supported for election by the management
and Board of Directors of the Company; provided however, that at
such time as the Stockholders own less than $700,000 in
aggregate principal amount of Notes, any rights of the
Stockholders pursuant to this Section 5.1 shall terminate after
the annual meeting of Company shareholders next following such
date; and provided further, however, that with respect to any
designee referred to in clauses (i), (ii) and (iii) herein, (a)
no event has occurred which would be required to be disclosed
pursuant to item 401(f) of Regulation S-K as promulgated by the
Securities and Exchange Commission (the "SEC"), and (b) any such
designee is approved by the Board of Directors of the Company,
which approval shall not be unreasonably withheld. One of the
Stockholders' designees shall be appointed to the compensation
committee and the other designee, if any, shall be appointed to
the audit committee of the Board of Directors of the Company.
5.2 Exchange Offer to Other Shareholders. The Company
covenants and agrees that, within ninety days after the Closing,
it shall file with the SEC all preliminary documents necessary
to make, and shall use its best efforts to consummate, an offer
to the holders of the Company's Common Stock other than the
Stockholders (the "Other Stockholders") to issue up to
$2,162,000 in aggregate principal amount of Notes to such Other
Stockholders in exchange for some or all of the shares of Common
Stock held by such Other Stockholders at the rate of $1,000 in
principal amount of Notes for each 157.48 shares tendered for
exchange, which exchange shall be exempt from the registration
requirements of the 1933 Act pursuant to Section 3(a)(9)
thereof. If the Company is not eligible to make the offer to
Other Stockholders pursuant to Section 3(a)(9) of the 1933 Act,
the Company shall make, as soon as practicable, an equivalent
offer to Other Stockholders, registered pursuant to the 1933
Act.
SECTION 6. REGISTRATION.
6.1 Registrable Securities. The term "Registrable
Securities" means (i) any Notes acquired by the Stockholders
pursuant hereto, and (ii) any Common Stock issued or issuable
with respect to the Notes owned by any Stockholder. Registrable
Securities will cease to be Registrable Securities when (i) a
registration statement with respect to such securities shall
have been declared effective under the 1933 Act, and such
securities shall have been sold or distributed pursuant to such
registration statement, or (ii) such securities have been sold
or distributed pursuant to Rule 144 under the 1933 Act.
6.2 Demand Registration Rights. The Company covenants
and agrees with the Stockholders (and any person or entity to
whom they have made a permitted transfer of Registrable
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Securities (a "Transferee"), collectively, the "Holders") that
after receipt of a written request (a "Demand Request") from
Holders representing not less than 50% of the Registrable
Securities not previously registered but only if such Registrable
Securities consist of Notes or shares of Common Stock having a
combined value equal to at least $750,000 in aggregate principal
amount of Notes, where each share of Common Stock is valued at
$7.50 in principal amount of Notes, that such Holders desire and
intend to transfer all or a portion of the Registrable Securities
held by them under such circumstances that a public offering,
within the meaning of the 1933 Act will be involved (which Demand
Request shall specify the Registrable Securities so requested to
be registered, the proposed amounts thereof (including whether
or not the proposed offering is to be underwritten, in which
case the Demand Request shall specify the identity of the
proposed underwriter, which shall be subject to the approval of
the Company, which approval shall not be unreasonably denied)),
the Company shall promptly (but in any event within five (5)
days) give written notice (the "Registration Notice") of such
requested registration to all Holders, and thereupon the Company
shall, as expeditiously as possible (but in any event within
forty-five (45) days after receipt of the Demand Request by the
Company) file a registration statement (which may be pursuant to
Rule 415 under the 1933 Act if so requested in the Demand
Request) and use its best efforts to cause such registration
statement to become effective under the 1933 Act with respect to
the offering and sale or other disposition of (i) the
Registrable Securities set forth in the Demand Request, for
disposition in accordance with the intended method or methods of
disposition stated in the Demand Request, and (ii) all other
Registrable Securities which the Holders thereof shall have
requested in writing that the Company register (which written
request shall specify such Registrable Securities and the
proposed amounts thereof) within twenty-five (25) days after
receipt of the Registration Notice. The Stockholders shall,
within ten days of making a transfer of Registrable Securities
to a Transferee, notify the Company in writing of the identity
of such Transferee.
The Company shall be required (i) to maintain the
effectiveness of any such registration statement until the
earlier to occur of 270 days after the effective date of such
registration statement or consummation of the distribution by
the Holders of the securities covered by such registration
statement (but in any event, at least until the expiration of
the 90 day period referred to in Section 4(3) of the 1933 Act
and Rule 174 thereunder, if applicable) (the "Termination
Date"), provided, however, that if at the Termination Date the
Registrable Securities are covered by a registration statement
which also covers other securities and which is required to
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remain in effect beyond the Termination Date, the Company shall
maintain in effect such registration statement as it relates to
Registrable Securities for so long as it (or any substitute
registration statement) remains or is required to remain in
effect for any of such other securities, (ii) to comply with a
Demand Request for registration only if made prior to the date
Five (5) years from the date hereof, and (iii) to comply with
only one Demand Request for registration pursuant to this Section
6.2. A registration will not count as a Demand Request until
the registration statement relating thereto has become effective
and remained effective as set forth in the preceding sentence.
In any registration initiated under this Section 6.2, if the
Company complies with each requirement of the 1933 Act or the
Commission (as hereafter defined) within its power or ability to
comply with, the Holders of the Registrable Securities to be
registered pursuant to such Registration Statement shall pay
(pro rata based on the value of the Registrable Securities held
by such Holder being registered thereon) all Registration
Expenses (as defined in Section 6.5 hereof in connection
therewith, whether or not it becomes effective. The Company
shall not register any securities other than Registrable
Securities pursuant to any Demand Request.
6.3 Piggyback Registration Rights. The Company
covenants and agrees with the Stockholders that in the event the
Company at any time prior to September 11, 2000, proposes to file
a registration statement under the 1933 Act, including, without
limitation, a registration statement with respect to any class
of security (other than in connection with an exchange offer or
a registration statement on Forms S-4 or S-8 or any successor
forms thereto or other unsuitable registration statements), then
the Company shall in each case promptly give written notice of
such proposed filing to the Stockholders and such notice shall
offer to the Stockholders the opportunity to include their
Registrable Securities in such registration statement.
The Company shall permit, or shall cause the managing
underwriter of a proposed offering to permit, the Stockholders
of Registrable Securities with respect to which the Company has
received, within 30 days after the Company gives such notice, a
written request for inclusion in such registration statement to
include such securities in the proposed offering on the same
terms and conditions as applicable to the securities of the
Company included in such registration. Notwithstanding the
foregoing, if any such managing underwriter shall advise the
Company and such Stockholders in writing that, in its opinion,
the distribution of all or a portion of the Registrable
Securities requested to be included in the registration
concurrently with the securities being registered by the Company
could materially adversely affect the distribution of securities
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by the Company for its own account, then the amount of
Registrable Securities of the Stockholders to be included in
such offering shall be reduced to the required level. All
Registration Expenses (as defined in Section 6.5) of such
registration under this Section 6.3 shall be borne by the
Company, whether or not such registration becomes effective
provided, however, that the Stockholders shall bear and be
responsible for all Registration Expenses attributable to the
inclusion of their Registrable Shares in the offering.
6.4 Registration Procedures. As used in Sections 6.4,
6.5, 6.6, 6.7, 6.8 and 6.9 hereof in reference to a registration
statement initiated pursuant to Section 6.3 hereof, the term
"Holder" shall refer only to the Stockholder. In connection
with any registration statement (the "Registration Statement")
filed pursuant to Section 6.2 or 6.3, the Company shall, as
expeditiously as possible:
(a) prepare and file the Registration Statement with
the Securities and Exchange Commission (the "Commission') on any
form for which the Company then qualifies or which counsel for
the Company deems appropriate and which is available for the
sale of the Registrable Securities in accordance with the
intended method of distribution thereof;
(b) before filing the Registration Statement or
prospectus or any amendments or supplements thereto, (i) furnish
to such counsel as is acceptable to the Holders of a majority of
the Registrable Securities being so registered ("Holders'
Counsel") copies of all documents proposed to be filed, which
documents will be subject to the review of such counsel, and
(ii) notify each Holder of any stop order issued or threatened
by the Commission and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered;
(c) prepare and file with the Commission such
amendments and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as
may be necessary to keep the Registration Statement effective
for the periods required by this Section 6 and comply with the
provisions of the 1933 Act with respect to the disposition of
all Registrable Securities covered by the Registration Statement
during such period in accordance with the intended methods of
disposition by the Holders set forth in the Registration
Statement;
(d) furnish to each Holder such number of copies of
the Registration Statement and of each amendment and supplement
thereto (in each case including all exhibits), such number of
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copies of the prospectus contained in the Registration Statement
(including each preliminary prospectus) and such other documents
as any Holder may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by the Holder;
(e) use its best efforts to cause the Registrable
Securities to be qualified for sale under the securities or blue
sky laws of such jurisdictions as any Holder reasonably requests
and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder to consummate the
disposition in such jurisdictions of the Registrable Securities
owned by such Holder; provided, however, that the Company shall
not be required under this Section 6.4(e) to qualify generally
to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 6.4(e);
(f) use its best efforts to cause the Registrable
Securities covered by the Registration Statement to be
registered with or approved by such other governmental agencies
or authorities as may be necessary by virtue of the business and
operations of the Company to enable the Holders to consummate
the disposition of such Registrable Securities;
(g) notify each Holder at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act
of the happening of any event as a result of which the
prospectus included in the Registration Statement contains an
untrue statement of material fact or omits to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will prepare
and file with the Commission and deliver to each Holder a
supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of the Registrable
Securities, such prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein
not misleading;
(h) make available for inspection by Holders'
Counsel, any Holder of Registrable Securities to be included in
such a registration, and any attorney, accountant or other agent
retained by Holders' Counsel (collectively, the "Inspectors"),
copies of all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the
"Records") as are reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all
information reasonably requested by any such Inspector in
connection with such Registration Statement, provided that
Records that the Company determines, in good faith, to be
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confidential and which it notifies the Inspectors are
confidential shall not be disclosed to the Inspectors, unless:
(i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in the Registration
Statement; or (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent
jurisdiction. Each Holder agrees that such Holder will, upon
learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the
Company, at the Company's expense, to undertake appropriate
action to prevent disclosure of the Records deemed confidential;
(i) use its best efforts to obtain a letter from the
Company's independent public accountants in customary form and
covering such matters of the type customarily covered by "cold
comfort" letters as the holders of the Registrable Securities
reasonably request;
(j) use its best efforts to cause all such Registrable
Securities to be listed or quoted on each securities exchange or
interdealer quotation system on which similar securities issued
by the Company are then listed or quoted, if any;
(k) provide a transfer agent for such Registrable
Securities not later than the effective date of such
Registration Statement;
(l) enter into a cross-indemnity agreement and a
contribution agreement, each on customary terms, with each
underwriter, if any, and such other customary agreements
(including underwriting agreements on customary terms) and take
all such other actions as the Holders of a majority of the
Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities; and
(m) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission.
The Company may require each Holder to furnish to the
Company such information as may be necessary to be included in
the Registration Statement, including information regarding the
distribution of the Registrable Securities, as the Company may
from time to time reasonably request in writing.
Each Holder agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind
described in Section 6.4(g) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to
the Registration Statement until such Holder receives the copies
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of the supplemented or amended prospectus contemplated by
Section 6.4(g), and, if so directed by the Company, will deliver
to the Company all copies, other than permanent file copies then
in the Holder's possession, of the prospectus covering the
Registrable Securities current at the time of receipt of such
notice. If the Company gives any such notice, the period
mentioned in Section 6.4(c) shall be extended by the number of
days during the period from and including the date of the giving
of such notice pursuant to Section 6.4(g) to and including the
date when each Holder received the copies of the supplemented or
amended prospectus contemplated by Section 6.4(g).
6.5 Registration Expenses. All registration and
filing fees, fees and expenses of compliance with securities or
blue sky laws, and reasonable fees and disbursements of counsel
for the Company and all independent certified public accountants
(including the reasonable expenses of any audit, special auditor
or "cold comfort" letter required by or incident to such
performance), printing costs and expenses, the reasonable fees
and expenses of any special experts retained in connection with
such registration, the reasonable fees and expenses of other
persons retained by the Company incurred in connection with the
registration hereunder are herein called "Registration
Expenses." Registration Expenses shall not include underwriting
discounts, commissions or fees attributable to the sale of the
Registrable Securities, which shall be paid by the Holders. All
fees and expenses of Holders' Counsel shall be borne by the
Holders.
6.6. Indemnification by the Company. The Company also
agrees to indemnify, to the fullest extent permitted by law,
each Holder, its officers, directors and agents and each person
who controls each Holder (within the meaning of Section 15 of
the 1933 Act), and any investment adviser thereof against all
losses, claims, damages, liabilities and expenses resulting from
any untrue statement of material fact or any omission of a
material fact required to be stated in the Registration
Statement or preliminary, final or summary prospectus included
therein or necessary to make the statements therein (in the case
of a preliminary, final or summary prospectus, in light of the
circumstances under which they were made) not misleading, except
insofar as the same are caused by or contained in any written
information with respect to such Holder furnished to the Company
by such Holder expressly for use therein or by such Holder's
failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto required by
Section 6.4(g) after the Company has furnished such Holder with
a sufficient number of copies of the same.
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6.7 Indemnification by Holders. In connection with
any Registration Statement in which a Holder is participating,
each such Holder will furnish to the Company in writing such
information and affidavits with respect to such Holder as the
Company reasonably requests for use in connection with any such
Registration Statement or prospectus and agrees to indemnify, to
the fullest extent permitted by law, the Company and its
directors, officers and agents and each person who controls the
Company (within the meaning of Section 15 of the 1933 Act)
against any losses, claims, damages, liabilities and expenses
resulting from any untrue statement of a material fact or any
omission of a material fact required to be stated in the
Registration Statement or preliminary, final or summary
prospectus or any amendment thereof or supplement thereto or
necessary to make the statements therein (in the case of a
preliminary, final or summary prospectus, in light of the
circumstances under which they were made) not misleading, to the
extent, but only to the extent, that such untrue statement or
omission is contained in any written information or affidavit
with respect to such Holder so furnished by such Holder.
6.8 Conduct of Indemnification Proceedings. Any
person entitled to indemnification hereunder (an "indemnified
party") agrees to give prompt written notice to the party from
whom indemnification is sought (the "indemnifying party") after
the receipt by such person of any written notice of the
commencement of any action, suit, proceeding or investigation or
threat thereof (collectively, a "Claim") made in writing for
which such person will claim indemnification or contribution
pursuant to this Agreement. The failure of any indemnified party
so to notify an indemnifying party of any Claim shall relieve the
indemnifying party from any liability in respect of such Claim
that it may have to such indemnified party on account of the
indemnification agreement contained in this Section 6, unless
such indemnified party can establish that the indemnifying party
has not been prejudiced in its ability to defend against or
settle such Claim by such failure. In addition, any failure to
give such notice shall not relieve the indemnifying party from
any other liability that it may have to such indemnified party.
Notice given within 20 days of commencement of the Claim shall
be conclusively presumed not to affect adversely the
indemnifying party's ability to defend or settle the Claim.
Unless in the reasonable judgment of such indemnified party a
conflict of interest may exist between such indemnified party
and the indemnifying party with respect to a Claim, the
indemnified party shall permit the indemnifying party to
participate in and assume the defense of such Claim with counsel
reasonably satisfactory to such indemnified party. If such
indemnified party has a reasonable basis to believe, and does
believe, that its interests in such action conflict with those
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of the indemnifying party, the indemnified party may so notify
such indemnifying party and the indemnifying party will remain
liable to such indemnified party for all legal or other expenses
incurred by such indemnified party in connection with the
defense of such Claim. If the indemnifying party is not
entitled to, or elects not to, assume the defense of a Claim, it
will not be obligated to pay the fees and expenses of more than
one counsel with respect to such Claim, unless in the reasonable
judgment of such indemnified party a conflict of interest may
exist between such indemnified party and any other of such
indemnified parties with respect to such Claim, in which event
the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels. The
indemnifying party will not be subject to any liability for any
settlement made without its consent, which consent shall not be
unreasonably withheld or delayed. If the indemnifying party
assumes the defense of a Claim, the indemnifying party shall
not, in such defense, consent to the entry of any judgment
without the prior written consent of the indemnified party
(which shall not be unreasonably withheld or delayed), or
consent to the entry of any judgment or enter into any
settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the
indemnified party of a release from all liability in respect of
such claim or litigation.
6.9 Contribution. If the indemnification provided for
in this Section 6 from the indemnifying party is unavailable to
an indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then 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 Claims 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 Claims in question, including any untrue or alleged
untrue statement of a material fact, has been made 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 action. 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 any legal or other
fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.
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The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6.9 were
determined by pro rata allocation or by any other method or
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11 (f) of the 1933 Act) shall be
entitled to contribution from any person.
6.10 Information by Holders. Each Holder of
registrable Securities, holding securities included in any
registration under this Section 6, shall furnish to the Company
such information regarding such Holder and the distribution
proposed by such Holder as the Company may reasonably request in
writing.
6.11 "Market Stand-Off" Agreements. The Stockholders
agree, if requested by the Company and an underwriter of Common
Stock (or other securities) of the Company, not to sell or
otherwise transfer or dispose of any Common Stock (or other
securities) of the Company held by the Stockholders during the
120 day period following the effective date of a registration
statement filed under the 1933 Act covering such Common Stock
(or other securities) if such Stockholders have elected not to
participate in such registration or to register only a portion
of their Registrable Securities, without the prior written
consent of the Company or such underwriter, as the case may be.
Such agreement shall be in writing in a form satisfactory to the
Company and such underwriter. The Company may impose stop-
transfer instructions with respect to the securities subject to
the foregoing restriction until the end of said 120 day period.
SECTION 7. INDEMNIFICATION.
7.1 Indemnification of Stockholders. The Company
agrees to indemnify and hold harmless, to the extent permitted
by law, each of the Stockholders, its partners and employees and
each person who controls such partner or such Stockholder
(within the meaning of the 1933 Act) against all losses, claims,
damages, liabilities and expenses caused by any breach of the
representations, warranties, covenants and agreements of the
Company contained in this Agreement.
7.2 Indemnification of Company. The Stockholders
agree, severally but not jointly, to indemnify and hold
harmless, to the extent permitted by law, the Company, its
officers and directors and each person who controls the Company
(within the meaning of the 1933 Act) against all losses, claims,
damages, liabilities and expenses caused by any breach of the
representations, warranties, covenants and agreements of the
Stockholders contained in this Agreement.
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7.3 Indemnification in General. The indemnification
rights called for by this Section 7 are (i) in addition to any
indemnification provided in Section 6 hereof, and (ii) not
subject to any limitations or procedures set forth in Section 6
hereof.
SECTION 8. RELEASES.
8.1 Release by the Stockholders. Each of the
Stockholders, in consideration of the transactions contemplated
in this Agreement, the receipt and sufficiency of which is
hereby acknowledged, for itself, its legal representatives and
assigns, hereby releases and discharges the Company and each of
its Affiliates from any and all actions, causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments,
liabilities, obligations, proceedings, executions, claims and
demands whatsoever, in law, admiralty or equity, known or
unknown, in its own right or derivatively (collectively,
"Existing Claims," which term shall exclude any claim arising
from or pursuant to (i) this Agreement, (ii) the Notes or (iii)
the Indenture) which each of the Stockholders and their
respective predecessors, affiliates, successors, and assigns,
individually or collectively, ever had or now has or hereafter
can, shall or may have against the Company and its current or
former Affiliates (or any of them) for, upon, or by reason of
any matter, cause or thing whatsoever from the beginning of time
to the date of this Agreement.
8.2 Release by the Company. The Company, in
consideration of the transactions contemplated in this
Agreement, the receipt and sufficiency of which is hereby
acknowledged, for itself and its legal representatives,
successors and assigns, hereby releases and discharges each of
the Stockholders and each of its current or former Affiliates
from any and all Existing Claims which the Company and its
predecessors, successors and assigns, individually or
collectively, ever had, now has or hereafter can, shall or may
have against either of the Stockholders or any of their current
or former Affiliates (or any of them) for, upon, or by reason of
any matter, cause or thing whatsoever from the beginning of time
to the date of this Agreement.
SECTION 9. CONDITIONS OF CLOSING.
The obligations of the Stockholders under Section 1 of
this Agreement shall be conditioned upon receipt by the
Stockholders of a copy of a written agreement with the Company,
in form and substance reasonably satisfactory to the
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Stockholders, from Mr. Leon Fishman and Mr. Eugene Haskin,
pursuant to which Mr. Fishman and Mr. Haskin, solely in their
capacity as shareholders, shall agree that (i) they shall not
exchange any shares of Common Stock they own for Notes pursuant
to the Exchange Offer for Other Shareholders described in
Section 5.2 hereof, and (ii) they shall vote all voting
securities owned by them in favor of the election of the persons
designated by the Stockholders pursuant to Section 5.1 hereof
for nomination as directors of the Company at any annual meeting
of the shareholders of the Company referred to in such Section
5.1.
SECTION 10. MISCELLANEOUS.
10.1 Payment of Expenses. Each of the parties hereto
shall pay all of their own expenses relating to the transactions
contemplated by this Agreement including, without limitation,
the fees and expenses of their respective counsel.
10.2 Survival of Representation. The representations,
warranties, covenants, and agreements made herein shall survive
until the fifth anniversary of the execution hereof; provided,
however, that the agreements set forth in Sections 2.4(b), 5,
6.6, 6.7, 6.8, 6.9, 7 and 8 hereof shall survive indefinitely.
10.3 Brokerage.
(a) The Company represents and warrants that there are
no claims for brokerage commissions, finders' fees or similar
compensation in connection with the transactions contemplated by
this Agreement, based on any arrangement or agreement made by or
on behalf of the Company. The Company shall indemnify and hold
the Stockholders harmless against any claim for such
compensation.
(b) The Stockholders represent and warrant that there
are no claims for brokerage commissions, finders' fees or
similar compensation in connection with the transactions
contemplated by this Agreement, based on any arrangement or
agreement made by or on behalf of the Stockholders. The
Stockholders shall indemnify and hold the Company harmless
against any claim for such compensation.
10.4 Incorporation by Reference. All schedules and
exhibits to this Agreement and all documents delivered pursuant
to or referred to in this Agreement are incorporated herein by
reference and made a part hereof.
10.5 Parties in Interest. All covenants, agreements,
representations, warranties and undertakings in this Agreement
made by and on behalf of any of the parties hereto shall bind
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and inure to the benefit of their respective successors and
assigns and the terms "Stockholders" and "Stockholder" herein
shall apply to the successors and assigns (which shall not
include Transferees) of any Stockholder.
10.6 Governing Law, Severability. This Agreement,
together with the rights and obligations of the parties
hereunder, shall be governed by, construed and enforced in
accordance with the laws of the State of New York without giving
effect to the conflict of laws provisions thereof. In the event
any provision of this Agreement or the application of any
provision to any party shall be held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of
this Agreement shall remain in full force and effect.
10.7 Notices. All notices, requests, consents and
demands shall be in writing and shall be deemed to have been
sufficiently given if sent, postage prepaid, by registered or
certified mail, return receipt requested:
To the Company: Allstate Financial Corporation
2700 South Quincy Street
Arlington, VA
Attn: Craig Fishman, General Counsel
Copy to: Robinson & Cole
695 East Main Street
P.O. Box 10305
Stamford, CT 06904
Attn: Richard A. Krantz, Esq.
To either Stockholder:
Scoggin Capital Management, L.P.
660 Madison Avenue, 20th Floor
New York, New York 10021
Attn: Craig Effron
Copy to: Kramer, Levin, Naftalis, Nessen,
Kamin & Frankel
919 Third Avenue
New York, New York 10022
Attn: David P. Levin, Esq.
with or to such other address as may from time to time be
furnished in writing to the other
parties hereto.
10.8 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.
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10.9. Captions. The captions and headings of this
Agreement are for convenience only and are not to be construed
as defining or limiting the scope or intent of any of the
provisions hereof.
10.10 Complete Agreement. This document embodies the
complete agreement and understanding between and among the
parties hereto with respect to the subject matter hereof, and
supersedes and preempts any prior understandings, agreements, or
representations by or among the parties, written or oral, which
may have related to the subject matter hereof.
10.11 Arbitration. Any and all disputes arising out
of, under, in connection with, or relating to this Agreement
shall be finally settled by arbitration in the City of New York,
or in such other place as the parties hereto agree, in
accordance with the rules then in effect of the American
Arbitration Association. The board of arbitrators shall be
composed of three arbitrators, each being qualified to make
evaluations of the kind under dispute. Each of the two parties
to such arbitration shall appoint one arbitrator and the two
arbitrators so appointed shall appoint the third arbitrator
within thirty days after their appointment. If either party
fails to appoint its arbitrator within fifteen days after
written request by the other party, either party may request the
President of the American Arbitration Association to make such
appointment within fifteen days after such request to the
President. The arbitration award shall be final and binding on
the parties and may include costs, including attorneys' fees.
Any arbitration award may be enforced in any court having
jurisdiction over the party against which enforcement is sought.
SECTION 11. TERMINATION OF OBLIGATIONS.
The obligations of the Stockholders set forth in
Section 4 and in Section 6.11 shall terminate at such time as
the Company has (i) failed to make three consecutive interest
payments on the Notes, which payments shall not have been
subsequently made, or (ii) failed to redeem or repurchase or
otherwise make any payment of principal when due or required on
the Notes pursuant to the Indenture (, including for purposes of
clause (i) and (ii), any failure to pay interest or principal
on, or to redeem or repurchase, the Notes that results from the
application of the provisions of Article VIII of the Indenture
or the Required Lenders not having given any requisite consent);
provided, however that any termination pursuant to this Section
11 shall not occur earlier than the earlier of (x) the 1996
annual meeting of the Company's shareholders, or (y) August 15,
1996.
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IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement as of the date first set forth
above.
ALLSTATE FINANCIAL CORPORATION
By: /s/ Lawrence Winkler
Its Secretary and Treasurer
SCOGGIN CAPITAL MANAGEMENT, L.P.
By: S&E PARTNERS, L.P.,
Its General Partner
By: SCOGGIN, INC.,
Its General Partner
By: /s/ Craig Effron
SELIG PARTNERS, L.P.
By: /s/ Timothy S. Mullen
Timothy S. Mullen
Its Sole General Partner
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