OF
APPROXIMATELY $25,000,000 IN CAPITAL LEASE OBLIGATIONS AND EQUIPMENT NOTES
DESCRIBED IN SCHEDULE 7.1 ANNEXED HERETO.
ON AND AS OF THE CLOSING DATE, OTHER
THAN EXISTING SENIOR SUBORDINATED NOTES TENDERED ON AND AFTER THE CLOSING DATE
PURSUANT TO THE TENDER OFFER, ALL OF THE INDEBTEDNESS DESCRIBED IN THE PRECEDING
SENTENCE SHALL REMAIN OUTSTANDING AFTER GIVING EFFECT TO THE TRANSACTION WITHOUT
ANY BREACH, REQUIRED REPAYMENT, REQUIRED OFFER TO PURCHASE, DEFAULT, EVENT OF
DEFAULT OR TERMINATION RIGHTS EXISTING THEREUNDER OR ARISING AS A RESULT OF THE
TRANSACTION.
G.
SECURITY INTERESTS IN PLEDGED COLLATERAL.
ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO IT THAT COMPANY AND EACH OTHER LOAN
PARTY SHALL HAVE TAKEN OR CAUSED TO BE TAKEN ALL SUCH ACTIONS, EXECUTED AND
DELIVERED OR CAUSED TO BE EXECUTED AND DELIVERED ALL SUCH AGREEMENTS, DOCUMENTS
AND INSTRUMENTS, AND MADE OR CAUSED TO BE MADE ALL SUCH REGISTRATIONS, FILINGS
AND RECORDINGS (OTHER THAN THE FILING OR RECORDING OF ITEMS DESCRIBED IN CLAUSE
(III) BELOW) THAT MAY BE NECESSARY OR, IN THE OPINION OF ADMINISTRATIVE AGENT,
DESIRABLE IN ORDER TO CREATE IN FAVOR OF ADMINISTRATIVE AGENT, FOR THE BENEFIT
OF LENDERS, A VALID AND (UPON SUCH FILING AND RECORDING) PERFECTED FIRST
PRIORITY SECURITY INTEREST IN THE ENTIRE PLEDGED COLLATERAL.
SUCH ACTIONS SHALL
INCLUDE THE FOLLOWING:
91
(I)
SCHEDULES TO PLEDGE AGREEMENT.
DELIVERY TO ADMINISTRATIVE AGENT
OF ACCURATE AND COMPLETE SCHEDULES TO THE PLEDGE AGREEMENT;
(II)
STOCK CERTIFICATES.
DELIVERY TO ADMINISTRATIVE AGENT OF
CERTIFICATES TO THE EXTENT APPLICABLE (WHICH CERTIFICATES SHALL BE ACCOMPANIED
BY IRREVOCABLE UNDATED STOCK POWERS, DULY ENDORSED IN BLANK AND OTHERWISE
SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT) REPRESENTING ALL
CAPITAL STOCK INCLUDED IN THE PLEDGED COLLATERAL; AND
(III)
UCC FINANCING STATEMENTS.
DELIVERY TO ADMINISTRATIVE AGENT OF A
UCC FINANCING STATEMENT WITH RESPECT TO CERTAIN COLLATERAL UNDER THE PLEDGE
AGREEMENT, FOR FILING IN THE JURISDICTION OF ORGANIZATION OF THE LOAN PARTY.
H.
SECURITY INTERESTS UNDER THE SECURITY AGREEMENT
On the Closing Date, each Loan Party shall have duly authorized, executed and
delivered the Security Agreement, together with:
(I)
PROPER FINANCING STATEMENTS (FORM UCC-1 OR THE EQUIVALENT) FULLY
EXECUTED (AS NECESSARY) FOR FILING UNDER THE UCC OR OTHER APPROPRIATE FILING
OFFICES OF EACH JURISDICTION AS MAY BE NECESSARY OR, IN THE REASONABLE OPINION
OF COLLATERAL AGENT, DESIRABLE, TO PERFECT THE SECURITY INTERESTS PURPORTED TO
BE CREATED BY THE SECURITY AGREEMENT;
(II)
CERTIFIED COPIES OF REQUESTS FOR INFORMATION OR COPIES
(FORM UCC-11), OR EQUIVALENT REPORTS AS OF A RECENT DATE, LISTING ALL EFFECTIVE
FINANCING STATEMENTS THAT NAME COMPANY OR ANY OTHER LOAN PARTY AS DEBTOR AND
THAT ARE FILED IN THE JURISDICTIONS REFERRED TO IN CLAUSE (I) ABOVE AND IN SUCH
OTHER JURISDICTIONS IN WHICH COLLATERAL IS LOCATED ON THE CLOSING DATE, TOGETHER
WITH COPIES OF SUCH OTHER FINANCING STATEMENTS THAT NAME COMPANY OR ANY OTHER
LOAN PARTY AS DEBTOR (NONE OF WHICH SHALL COVER ANY OF THE COLLATERAL EXCEPT
(X) TO THE EXTENT EVIDENCING LIENS PERMITTED BY THIS AGREEMENT OR (Y) THOSE IN
RESPECT OF WHICH COLLATERAL AGENT SHALL HAVE RECEIVED TERMINATION