PERIODS HAVE EXPIRED WITHOUT ANY ACTION BEING
TAKEN OR THREATENED BY ANY
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COMPETENT AUTHORITY WHICH WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE MATERIALLY
ADVERSE CONDITIONS ON THE TRANSACTIONS;
(H)
THE RESULTS OF A RECENT LIEN SEARCH IN EACH
OF THE JURISDICTIONS IN WHICH A UNIFORM COMMERCIAL CODE FINANCING STATEMENT OR
OTHER FILINGS OR RECORDATIONS SHOULD BE MADE TO EVIDENCE OR PERFECT SECURITY
INTERESTS IN ALL ASSETS OF THE NOTE PARTIES, AND SUCH SEARCH SHALL REVEAL NO
LIENS ON ANY OF THE ASSETS OF THE NOTE PARTY, EXCEPT FOR LIENS PERMITTED BY
SECTION 8.2;
(I)
EVIDENCE OF THE INSURANCE UNDER ALL
INSURANCE POLICIES TO BE MAINTAINED UNDER SECTION 7.4;
(J)
SUFFICIENTLY IN ADVANCE OF THE CLOSING
DATE, ALL DOCUMENTATION AND OTHER INFORMATION REQUIRED BY REGULATORY AUTHORITIES
UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND
REGULATIONS, INCLUDING WITHOUT LIMITATION THE UNITED STATES PATRIOT ACT;
(K)
A TRUE AND CORRECT STATEMENT OF THE SOURCES
AND USES OF FUNDS IN CONNECTION WITH THE TRANSACTIONS;
(L)
A COPY OF PAYOFF LETTERS EVIDENCING
REPAYMENT IN FULL OF ALL PRIOR DEBT TO BE REFINANCED ON THE CLOSING DATE,
TERMINATION OF ALL AGREEMENTS RELATING THERETO AND THE RELEASE OF ALL LIENS
GRANTED IN CONNECTION THEREWITH, WITH UNIFORM COMMERCIAL CODE OR OTHER
APPROPRIATE TERMINATION STATEMENTS AND DOCUMENTS EFFECTIVE TO EVIDENCE THE
FOREGOING; AND
(M)
SUCH ADDITIONAL DOCUMENTATION AS ANY OF THE
PURCHASERS MAY REQUEST.
3.2
TRANSACTIONS.
THE FOLLOWING TRANSACTIONS
SHALL HAVE BEEN CONSUMMATED, OR SHALL BE CONSUMMATED SUBSTANTIALLY CONCURRENTLY
WITH THE PURCHASE OF THE NOTES ON THE CLOSING DATE, IN EACH CASE ON TERMS AND
CONDITIONS REASONABLY SATISFACTORY TO EACH PURCHASER:
(A)
THE COMPANY (I) SHALL HAVE RECEIVED AT
LEAST $46,500,000 IN GROSS PROCEEDS FROM BORROWINGS UNDER AND PURSUANT TO THE
SENIOR CREDIT AGREEMENT (WHICH BORROWINGS SHALL INCLUDE REVOLVING CREDIT
BORROWINGS IN AN AMOUNT OF APPROXIMATELY $17,500,000) AND (II) SHALL HAVE AT
LEAST $7,500,000 AVAILABLE FOR FUTURE REVOLVING CREDIT BORROWINGS UNDER AND
PURSUANT TO THE SENIOR CREDIT AGREEMENT, AFTER GIVING EFFECT TO THE BORROWINGS
ON THE CLOSING DATE;
(B)
THE COMPANY SHALL HAVE RECEIVED AT LEAST
$750,000 FROM OCM IN CONSIDERATION FOR THE PURCHASE BY OCM OF EQUITY INTEREST IN
THE COMPANY; AND
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(C)
THE CORPORATE STRUCTURE, CAPITAL STRUCTURE,
OTHER DEBT INSTRUMENTS, MATERIAL CONTRACTS AND GOVERNING DOCUMENTS OF THE
COMPANY AND ITS AFFILIATES AND THE TAX EFFECTS RESULTING FROM THE TRANSACTIONS
SHALL BE REASONABLY SATISFACTORY IN ALL RESPECTS.
3.3
REPRESENTATIONS AND WARRANTIES.
ALL OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV AND IN EACH OF THE OTHER
SUBORDINATED NOTE DOCUMENTS SHALL BE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS
(UNLESS ANY SUCH REPRESENTATION OR WARRANTY IS ALREADY QUALIFIED AS TO
MATERIALITY, IN WHICH CASE IT SHALL BE TRUE AND CORRECT IN ALL RESPECTS) ON AND
AS OF THE CLOSING DATE, BOTH BEFORE AND IMMEDIATELY AFTER GIVING EFFECT TO THE
ISSUANCE OF THE NOTES.
3.4
NO DEFAULT.
NO EVENT OF DEFAULT OR DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD IMMEDIATELY RESULT FROM THE
CONSUMMATION OF THE TRANSACTIONS ON THE CLOSING DATE.
3.5