FORM AS TRAVELERS
MAY REASONABLY REQUEST, UPON COMPLETION AND IN NO EVENT LATER THAN FORTY-FIVE
(45) DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH
FISCAL YEAR.
THE FINANCIAL STATEMENTS TO BE PROVIDED BY HOLDINGS WILL BE
PREPARED IN CONFORMITY WITH GAAP (EXCEPT, WITH RESPECT TO UNAUDITED FINANCIAL
STATEMENTS, FOR THE ABSENCE OF FOOTNOTES AND SUBJECT TO YEAR-END AUDIT
ADJUSTMENTS) APPLIED ON A BASIS CONSISTENT WITH THAT OF THE PRECEDING FISCAL
YEAR AND IN EACH INSTANCE WILL PRESENT FAIRLY AND ACCURATELY THE FINANCIAL
CONDITION OF HOLDINGS AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS AS AT THE
DATES OF THE STATEMENTS AND THE RESULTS OF THEIR OPERATIONS FOR THE PERIODS THEN
ENDED.
HOLDINGS AGREES TO PROMPTLY NOTIFY TRAVELERS OF THE OCCURRENCE OF ANY
MATERIAL ADVERSE CHANGE.
SECTION 6.9
PRINCIPALS' REPRESENTATION.
HOLDINGS WILL PROVIDE TRAVELERS ON A
QUARTERLY BASIS WITH A LETTER IN WHICH AN AUTHORIZED OFFICER OF HOLDINGS
REPRESENTS THAT TO HIS OR HER KNOWLEDGE, AS OF THE DATE OF SUCH QUARTER END, NO
CONDITION, EVENT OR ACT EXISTS WHICH CONSTITUTES, OR WHICH WITH NOTICE OR THE
LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT.
THIS LETTER SHALL
ACCOMPANY EACH DELIVERY OF FINANCIAL STATEMENTS REQUIRED BY SECTION 6.8 HEREOF.
SECTION 6.10
NOTICE OF LITIGATION.
HOLDINGS SHALL PROMPTLY GIVE NOTICE IN
WRITING TO TRAVELERS OF (A) ANY LITIGATION FILED OR THREATENED AGAINST HOLDINGS
OR ANY OF
22
its SUBSIDIARIES involving an amount in excess of $6,000,000 which claim is not
covered by insurance and (b) all litigation filed against any INDEMNITOR
associated with any CONTRACT with respect to which five or more separate
litigation matters are then pending.
SECTION 6.11
LIENS.
HOLDINGS WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO
CREATE, INCUR, ASSUME, OR SUFFER TO EXIST ANY LIEN UPON ANY OF ITS PROPERTIES OR
ASSETS NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT FOR PERMITTED LIENS.
SECTION 6.12
DEBT AND CONTINGENT LIABILITIES.
HOLDINGS WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, INCUR, ASSUME, OR SUFFER TO EXIST ANY DEBT OR
CONTINGENT LIABILITY, EXCEPT FOR:
(A)
DEBT AND CONTINGENT LIABILITY EXISTING AT
THE EFFECTIVE DATE OF THIS AGREEMENT AND DISCLOSED ON SCHEDULE 6.12 ATTACHED
HERETO AND ANY RENEWALS, EXTENSIONS, REFINANCINGS OR REPLACEMENTS THEREOF,
PROVIDED, THAT THE TERMS THEREOF ARE NOT MATERIALLY MORE BURDENSOME ON THE
INDEMNITORS THAN THE EXISTING TERMS;
(B)
ENDORSEMENT OF INSTRUMENTS FOR DEPOSIT OR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS;
(C)
CONTINGENT LIABILITIES IN CONNECTION WITH
THIRD-PARTY LEASES, REPURCHASE AGREEMENTS OR SALES IN THE ORDINARY COURSE OF
BUSINESS;
(D)
DEBT AND CONTINGENT LIABILITIES IN RESPECT
OF FACTORING OR FINANCING OF ACCOUNTS RECEIVABLE WITH RESPECT TO ANY CONTRACT OR
SERIES OF CONTRACTS UNDER WHICH THE AMOUNTS PAYABLE TO HOLDINGS OR ANY
SUBSIDIARY ARE PAYABLE IN WHOLE OR IN PART IN THE CURRENCY OF ANY COUNTRY OTHER
THAN THE UNITED STATES OF AMERICA, SOLD OR PLEDGED ON A NON-RECOURSE BASIS IN AN
AGGREGATE AMOUNT NOT TO EXCEED $10,000,000;
(E)
DEBT OF THE PRINCIPALS AND INDEMNITORS
ARISING UNDER THIS AGREEMENT AND UNDER