Commodore Holdings Ltd – ‘10-K’ for 9/30/98 – EX-4.F

As of:  Tuesday, 12/29/98   ·   For:  9/30/98   ·   Accession #:  950170-98-2423   ·   File #:  0-20961

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         58    315K 
 2: EX-4.F      Instrument Defining the Rights of Security Holders     2     11K 
 9: EX-10.AA    Material Contract                                      5     15K 
10: EX-10.EE    Material Contract                                     18     85K 
11: EX-10.FF    Material Contract                                     10     45K 
12: EX-10.GG    Material Contract                                     27     97K 
13: EX-10.HH    Material Contract                                      9     36K 
 3: EX-10.U     Material Contract                                      8     23K 
 4: EX-10.V     Material Contract                                      9     27K 
 5: EX-10.W     Material Contract                                      1      9K 
 6: EX-10.X     Material Contract                                     17     74K 
 7: EX-10.Y     Material Contract                                     17     75K 
 8: EX-10.Z     Material Contract                                     30    124K 
14: EX-21       Subsidiaries of the Registrant                         1      6K 
15: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K 

EX-4.F   —   Instrument Defining the Rights of Security Holders

EX-4.F
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                                                                     EXHIBIT 4.f

 ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
effective as of this 1st day of July, 1998 by and among Commodore Holdings      
Limited, a Bermuda corporation ("Commodore"), American Stock Transfer & Trust   
Company ("AST") and StockTrans, Inc. ("STI"). All capitalized terms which are   
not defined herein shall have the meanings ascribed to them in the Warrant      
Agreement (defined hereinbelow).                                                

       WHEREAS, Commodore and STI entered into an agreement dated as of July
19, 1996 pursuant to which STI agreed to act as Warrant Agent in connection with
the issuance, transfer and exchange of certificates representing the Warrants   
and the exercise of the Warrants (the "Warrant Agreement");                     

 WHEREAS, Commodore and STI desire that AST now act on behalf of
Commodore as Warrant Agent pursuant to the Warrant Agreement, and AST is willing
to so act.                                                                      

       NOW, THEREFORE, in consideration of the promises set forth herein and
for other valuable consideration, the receipt and sufficiency of which are      
hereby acknowledged, the parties agree as follows:                              

        1. STI hereby (a) delegates its obligations as Warrant Agent under the
Warrant Agreement to AST, and (b) assigns, conveys and transfers to AST all of  
its right, title and interest as Warrant Agent under or with respect to the     
Warrant Agreement.                                                              

    2. AST hereby (a) accepts such delegation of obligations under the
Warrant Agreement, (b) assumes and agrees to perform and discharge, all of the  
obligations of STI in its capacity as Warrant Agent under the Warrant Agreement,
and (c) accepts the assignment of all right, title and interest of STI in its   
capacity as Warrant Agent under or with respect to the Warrant Agreement.       

         3. Commodore hereby consents to (a) the delegation to and assumption by
AST of obligations under the Warrant Agreement and (b) the assignment,          
conveyance and transfer to AST and acceptance by AST of all right, title and    
interest of STI under the Warrant Agreement.                                    

       4. For purposes of the Warrant Agreement, the Corporate Office of AST
is currently located at 40 Wall Street, New York, New York 10005.               

      5. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns, for the uses and purposes above set forth.   

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EX-4.F
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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above   
written.                                                                        

                       AMERICAN STOCK TRANSFER & TRUST COMPANY

         By: /S/ HERBERT J. LEMMER
                                    --------------------------------------------
                 Herbert J. Lemmer
              Vice-President

STOCKTRANS, INC.

       By: /S/ JONATHAN MILLER
                                    --------------------------------------------
           Jonathan Miller
     President

          COMMODORE HOLDINGS LIMITED

         By: /S/ JEFFREY I. BINDER
                                    --------------------------------------------
             Jeffrey I. Binder
                 Chairman of the Board

2 

Dates Referenced Herein

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/29/98							None on these Dates
For Period End:		9/30/98
		7/19/96		1
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