Amended and Restated Loan Agreement dated as of June 25, 1996, is attached
hereto as EXHIBIT G. A copy of the Consent is attached hereto as EXHIBIT H.
4J. PROCEEDINGS; COMPLIANCE CERTIFICATE. All proceedings taken
or to be taken in connection with the transactions contemplated hereby and under
the Other Agreements, and all documents incident thereto, shall be reasonably
satisfactory in form and substance to the Purchasers and their counsel, and the
Purchasers and their counsel shall have received all such counterpart originals
or certified or other copies of such documents as the Purchasers or their
counsel may reasonably request. The Company shall have delivered to the
Purchasers an Officers' Certificate, dated the Closing Date, confirming the
satisfaction of the conditions specified in paragraphs 4B, 4E, 4F and 4G on and
as of the Closing Date.
4K. PROJECTIONS. There shall have been provided to the
Purchasers the projected annual financial results for the Company and its
Subsidiaries and Affiliates for each of the years ending December 31, 1996
through December 31, 2000, stating any assumptions underlying such projections,
all of which are set forth in the Company's Confidential Offering Memorandum of
July 1996 (the "Offering Memorandum") attached hereto as EXHIBIT I.
4L. STRUCTURE. All actions necessary or desirable shall have
been taken to effect the following results: (i) all of the issued and
outstanding Capital Stock of the Company shall be owned as set forth in SCHEDULE
4L; and (ii) a majority of all of the outstanding Capital Stock of the
Subsidiaries shall be owned directly by the Company as set forth in Schedule 8A.
4M. CLOSING TRANSACTION FEE. Electra, Inc. and CHC shall have
received payment of their Closing Transaction Fees and the Expenses.
4N. PURCHASERS' DUE DILIGENCE REVIEW. The Purchasers shall
have completed to their satisfaction a due diligence review of the Company, its
business, assets, and liabilities, and the Company shall have furnished to the
Purchasers and their representatives such information as may reasonably be
required for such purposes, including financial projections reasonably
satisfactory to Purchasers, a business plan and the intended use of the proceeds
of this sale of Preferred Stock.
5. AFFIRMATIVE COVENANTS. The Company covenants as follows from and
after the date of this Agreement and until the earliest to occur of (i) a
Triggering Event, (ii) a Spin Off and (iii) the date the Required Holder(s)
cease(s) to own 25% or more of the Redeemable Stock or the Convertible Stock
purchased by them, or the Common Stock of the Company received upon conversion
thereof (on a fully-diluted and as-converted basis) held by such Required
Holder(s), in the aggregate.
5A. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Company
will deliver, or cause to be delivered to each Purchaser: