SECURITIES PURCHASE AGREEMENT
AGREEMENT, dated October 20, 1997, among MLX Corp., a
Georgia corporation ("Buyer"), and the holders (the "Selling
Securityholders") of shares of common stock ("Common Stock"), par
value $0.01 per share, of ▇▇▇▇▇▇ Metalcraft Holding Co., a Delaware
Corporation (the "Company"), and options and warrants to acquire
shares of Common Stock (such shares of Common Stock, warrants and
options, the "Company Securities").
Pursuant to an Agreement and Plan of Merger dated as of
October 20, 1997 (the "Merger Agreement"), among Buyer and the
Company, the Company shall be merged with and into Buyer (the
"Merger"), with Buyer being the surviving corporation (hereinafter
referred to as the "Surviving Corporation").
Pursuant to Section 5.9 of the Merger Agreement, prior to
the Effective Time (as defined in the Merger Agreement), the Company
will be recapitalized (the "Recapitalization") as set forth in the
Merger Agreement.
Each Selling Securityholder is the record and beneficial
owner of the Company Securities set forth opposite such Selling
Securityholder's name on Exhibit A hereto. As a result of the
Recapitalization, each Selling Securityholder will become the record
and beneficial owner of the newly issued securities of the Company
(the "Recap Company Securities") set forth opposite such Selling
Securityholder's name on Exhibit B hereto. Each Selling
Securityholder wishes to sell the Recap Company Securities (all such
Recap Company Securities of all Selling Securityholders herein
referred to as the "Sale Securities") set forth opposite such
Selling Stockholder's name on Exhibit C hereto and Buyer wishes to
purchase all such Sale Securities upon the terms and subject to the
conditions of this Agreement. Capitalized terms used herein but not
otherwise defined shall have the meanings given them in Section 11.1
hereof.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Sale and Purchase of Sale Securities.
1.1 Sale and Purchase of Sale Securities. At the
Closing (as hereinafter defined), (i) each Selling Securityholder
shall sell, and Buyer shall purchase all of the Sale Securities of
such Selling Securityholder, free of any Liens, (ii) each Selling
Securityholder shall deliver or cause to be delivered to Buyer
certificates representing all of such Sale Securities accompanied by
stock or warrant powers, as the case may be, duly executed in blank,
in proper form for transfer, and with all appropriate stock transfer
tax stamps affixed, and (iii) Buyer shall deliver the Purchase Price
(as hereinafter defined) to the Selling Securityholders in accordance
with Section 1.2 below.
1.2 Purchase Price. The aggregate purchase price for
the Sale Securities (the "Purchase Price") shall be the aggregate of
all the purchase prices shown on Exhibit C. Buyer shall pay to each
of the Selling Securityholders in immediately available funds,
pursuant to written instructions provided by each Selling
Securityholder at or prior to the Closing, the amount of the payment
set forth opposite
such Selling Securityholder's name on Exhibit C, against receipt of
the Sale Securities of such Selling Stockholder set forth on Exhibit C
hereto.
2. Closing; Closing Date. The closing of the purchase and
sale of the Sale Securities (the "Closing") shall take place
immediately prior to the Effective Time (as defined in the Merger
Agreement) on satisfaction or waiver of the conditions set forth in
Article 4 hereof at such place and time as the parties may agree in
writing (such time and date being referred to herein as the "Closing
Date").
3. Representations and Warranties of Selling
Securityholders. Each Selling Securityholder severally, and not
jointly, represents and warrants to Buyer as follows:
3.1 Title to the Company Securities. Except as set
forth on Schedule 3.1, as of the date hereof, such Selling
Securityholder owns of record, free and clear of any Lien, such
Company Securities set forth opposite such Selling Stockholder's name
on Exhibit A hereto.
3.2 Title to the Recap Company Securities. As of the
Closing Date and assuming the consummation of the Recapitalization in
accordance with the Merger Agreement, such Selling Securityholder
shall own of record, free and clear of any Lien, such Recap Company
Securities set forth opposite such Selling Stockholder's name on
Exhibit B hereto. Any Liens set forth on Schedule 3.1 regarding such
Selling Stockholder's Company Securities shall no longer be in effect
as of the Closing Date.
3.3 Title to the Sale Securities. As of the Closing
Date and assuming the consummation of the Recapitalization in
accordance with the Merger Agreement, such Selling Securityholder
shall own of record, free and clear of any Lien, such Sale Securities
set forth opposite such Selling Stockholder's name on Exhibit C
hereto, and, upon delivery of and payment for such Sale Securities by
Buyer as herein provided, such Selling Securityholder will convey to
Buyer good and valid title thereto, free and clear of any Lien. Any
Liens set forth on Schedule 3.1 regarding such Selling Stockholder's
Sale Securities shall no longer be in effect as of the Closing Date.
3.4 Authority to Execute and Perform Agreement. Such
Selling Securityholder has the full legal right, power and all
authority required to enter into, execute and deliver this Agreement
and to perform fully such Selling Securityholder's obligations
hereunder. This Agreement has been duly executed and delivered by
such Selling Securityholder and (assuming the due authorization,
execution and delivery hereof by Buyer) is a legal, valid and binding
obligation of such Selling Securityholder enforceable against such
Selling Securityholder in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws affecting creditors' rights and to general equity
principles (regardless of whether enforcement is sought in a
proceeding at law or in equity).
3.5 Noncontravention. Except as set forth on Schedule
3.5, the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by such Selling
Securityholder will not
(i) contravene such Selling Securityholder's charter, articles or
certificate of incorporation or by-laws, as applicable; (ii) violate,
or cause such Selling Securityholder to be in default under, any
provision of law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award in effect having applicability to such
Selling Securityholder; (iii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other
agreement, lease or instrument to which such Selling Securityholder is
a party or by which it or its properties may be bound or affected; or
(iv) result in, or require, the creation or imposition of any Lien
upon or with respect to any of the properties now owned by such
Selling Securityholder.
3.6 Representations and Warranties on Closing Date.
The representations and warranties of such Selling Stockholder
contained in this Article 3 shall be true and correct on and as of the
Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing
Date.
4. Representations and Warranties of Buyer. Buyer
represents and warrants to each Selling Securityholder as follows:
4.1 Authority to Execute and Perform Agreement. Buyer
has the full legal right, power and all authority required to enter
into, execute and deliver this Agreement and to perform fully Buyer's
obligations hereunder. This Agreement has been duly executed and
delivered by Buyer and (assuming the due authorization, execution and
delivery hereof by the Selling Securityholders) is a legal, valid and
binding obligation of Buyer enforceable against Buyer in accordance
with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors'
rights and to general equity principles (regardless of whether
enforcement is sought in a proceeding at law or in equity).
4.2 Noncontravention. Except as set forth on Schedule
4.2, the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by Buyer will not
(i) contravene Buyer's charter, articles or certificate of
incorporation or by-laws; (ii) violate, or cause Buyer to be in
default under, any provision of law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award in effect having
applicability to Buyer; (iii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other
agreement, lease or instrument to which Buyer is a party or by which
it or its properties may be bound or affected; or result in, or
require, the creation or imposition of any Lien upon or with respect
to any of the properties now owned by Buyer.
5. Conditions Precedent to the Obligation of Buyer to
Close. The obligation of Buyer to enter into and complete the Closing
is subject, at the option of Buyer, to the fulfillment on or prior to
the Closing Date of the following conditions, any one or more of which
may be waived by it:
5.1 Consummation of the Merger. All conditions
precedent to the consummation of the Merger shall have been fulfilled
by the parties to the Merger Agreement.
5.2 Representations and Warranties. The
representations and warranties of the Selling Securityholders
contained in this Agreement shall be true and correct on and as of the
Closing Date with the same force and effect as though made on
and as of the Closing Date.
6. Conditions Precedent to the Obligation of the Selling
Securityholders to Close. The obligation of each of the Selling
Securityholders to enter into and complete the Closing is subject,
at the option of such Selling Securityholder, to the fulfillment on or
prior to the Closing Date of the following conditions, any one or more
of which may be waived by it:
6.1 Consummation of the Merger. All conditions
precedent to the consummation of the Merger shall have been fulfilled
by the parties to the Merger Agreement, the Buyer shall in good faith
expect the Effective Time under the Merger Agreement to occur
immediately after the Closing hereunder and no amendment or other
modification to the Merger Agreement shall have been made which would
increase the merger consideration thereunder or otherwise adversely
affect the rights of any of the Selling Securityholders hereunder.
6.2 Shareholders' Agreement. The Shareholders'
Agreement, dated as of March 20, 1995, among the Company, ▇▇▇▇▇▇
Metalcraft Co., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the Purchasers (as defined
therein) party thereto shall have been terminated simultaneously with
the Closing of this Agreement.
6.3 Shareholders' Agreement. The Shareholders'
Agreement, dated as of January 25, 1995, as amended as of July 11,
1997, among the Company, ▇▇▇▇▇▇ Metalcraft Co., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
the Noteholders (as
defined therein) party thereto shall have been terminated
simultaneously with the Closing of this Agreement.
6.4 Representations and Warranties. The
representations and warranties of Buyer contained in this Agreement
shall be true and correct on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date.
6.5 Recapitalization. The Recapitalization shall have
been consummated by the Company and as a result thereof the Company's
capital structure shall be as set forth on Exhibit B hereto.
6.6 Prepayment of Certain Debt of the Company. On or
immediately after the Closing Date, the Company shall have prepaid the
indebtedness owed to each of Connecticut General Life Insurance
Company ("CGLIC"), as beneficial owner (CIG & CO. being the registered
owner) and CIGNA Mezzanine Partners III, L.P. ("CMP"; CMP and CGLIC
collectively being referred to as, "CIGNA"), as beneficial owner (CIG
& CO. being the registered owner) pursuant to the Company's 11.50%
Senior Notes due January 31, 2005 (the "CIGNA Notes"), in the
aggregate outstanding principal amount of $25,000,000 such prepayment
being accompanied with a prepayment premium of $250,000, all accrued
and unpaid interest due on the CIGNA Notes on the Closing Date and all
other amounts due and owing under those separate Note Purchase
Agreements, dated as of January 25, 1997, between the Company and each
of CGLIC and CMP, and the Company and Buyer shall have taken or caused
to be taken all actions required to be taken by each of them on or
immediately after the
Closing Date pursuant to that certain Note Redemption Agreement, dated
as of October 20, 1997, between, the Company, ▇▇▇▇▇▇ Metalcraft Co.,
Buyer and CIGNA.
7. Covenants.
7.1 Reasonable Best Efforts. Subject to the terms and
conditions herein provided, each of the parties hereto agrees to use
its reasonable best efforts (to the extent within the control of any
party hereto) to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable to
consummate and make effective as promptly as practicable the
transactions contemplated by the Merger Agreement.
7.2 Survival of Representations and Warranties of the
Selling Securityholders After Closing. Notwithstanding any right of
Buyer to investigate and notwithstanding any knowledge of facts
determined or determinable by Buyer pursuant to such investigation or
right of investigation, Buyer has the right to rely fully upon the
representations and warranties of the Selling Securityholders
contained in this Agreement. Notwithstanding any waiver by Buyer of
any condition precedent to its obligation to close, all
representations and warranties shall survive the execution and
delivery of this Agreement and the Closing hereunder.
7.3 Survival of Representations and Warranties of
Buyer After Closing. Notwithstanding any right of the Selling
Securityholders to investigate and notwithstanding any knowledge of
facts determined or determinable by the Selling Securityholders
pursuant to such investigation or right of investigation, the Selling
Securityholders have the right to rely fully upon the representations
and warranties of Buyer contained in this Agreement. Notwithstanding
any waiver by the Selling
Securityholders of any condition precedent to its obligation to close,
all representations and warranties shall survive the execution and
delivery of this Agreement and the Closing hereunder.
7.4 Selling Securityholder Restrictions. Each Selling
Securityholder hereby agrees to waive all restrictions (whether
transfer or otherwise) applicable to the shares of such Selling
Securityholder to the extent necessary to facilitate the consummation
of the transactions contemplated by this Agreement. Each Selling
Securityholder hereby further agrees that any agreements containing
any such restrictions as they apply to the Sale Securities shall
terminate upon the consummation of the transaction contemplated by
this Agreement.
8. Indemnification.
8.1 Indemnification by Selling Securityholders. Each
Selling Securityholder hereby agrees that such Selling Securityholder
shall be severally, and not jointly, liable to and shall indemnify,
defend and hold harmless Buyer, its Affiliates (including the
Surviving Corporation) and their respective directors, officers,
employees, Affiliates, successors and assigns pursuant to this
Agreement from and against any and all loss, cost, damage or expense
(including reasonable fees of counsel) whatsoever based upon, arising
out of or otherwise resulting from any breach of any representation or
warranty of such Selling Securityholder, or breach of any covenant or
obligation of such Selling Securityholder or enforcement by Buyer of
its rights agasint such Selling Securityholders hereunder, in either
case, contained in this Agreement. Nothing in the Limited
Indemnification Agreement, dated October 17, 1997 (the
"Indemnification
Agreement"), among Buyer and certain of the Selling Securityholders
shall limit the general liability of Selling Securityholders under
this Agreement.
8.2 Indemnification by Buyer. Buyer hereby agrees
that Buyer shall be liable to and shall indemnify, defend and hold
harmless each Selling Securityholder, its Affiliates and their
respective directors, officers, employees, Affiliates, successors and
assigns pursuant to this Agreement from and against any and all loss,
cost, damage or expense (including reasonable fees of counsel)
whatsoever based upon, arising out of or otherwise resulting from any
breach of any representation or warranty of Buyer, or breach of any
covenant or obligation of Buyer or enforcement by any Selling
Securityholder of its rights hereunder, in either case, contained in
this Agreement. Nothing in the Limited Indemnification Agreement shall
limit the general liability of Buyer under this Agreement.
9. Additional Parties. The parties to this Agreement
agree that additional Selling Securityholders ("Additional Selling
Securityholders") may be added as parties to this Agreement prior to
the Closing by such Additional Selling Securityholders agreeing in
writing to be bound by the provisions of this Agreement, such addition
to be made without the necessity of any action by the parties hereto.
10. Termination of Agreement.
This Agreement shall terminate prior to the Closing as
follows:
(a) upon the termination of the
Merger Agreement; or
(b) at any time on or prior to the
Closing Date, by mutual written consent of the Selling Securityholders
and Buyer.
If this Agreement is terminated as provided herein no party
hereto shall have any liability or further obligation to any other
party under the terms of this Agreement except for the intentional or
willful violation of, or willful misstatement contained in, the
representations and warranties of such parties contained in this
Agreement.
11. Miscellaneous.
11.1 Certain Definitions. (a) As used in this
Agreement, the following terms have the following meanings:
(i) "Affiliate" means, with respect to any
Person, any other Person controlling, controlled by or under common
control with, or the parents, spouse, lineal descendants or
beneficiaries of, such Person.
(ii) "Lien" means any lien, pledge, mortgage,
security interest, claim, lease, charge, option, right of first
refusal, easement, servitude, transfer restriction under any
shareholder or similar agreement, encumbrance or any other restriction
or limitation whatsoever (other than restrictions imposed by
applicable securities laws).
(iii) "Person" means any individual, corporation,
limited liability company, partnership, firm, joint venture,
association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.
11.2 Notices. Any notice or other communication
required or permitted hereunder shall be in writing and shall be
delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage
prepaid. Any such notice shall be deemed given when so delivered
personally,
telegraphed, telexed or sent by facsimile transmission or, if mailed,
five days after the date of deposit in the United States mails, as
follows:
(a) if to Buyer, to:
MLX Corp.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇
1285 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to a Selling Securityholder, to the
address set forth on Exhibit D hereto.
Any party may by notice given in accordance with this Section to the
other parties designate another address or Person for receipt of
notices hereunder.
11.3 Entire Agreement. This Agreement contains the
entire agreement among the parties with respect to the purchase of the
Sale Securities and supersedes all prior agreements, written or oral,
with respect thereto.
11.4 Waivers and Amendments. This Agreement may be
amended, superseded, canceled, renewed or extended, and the terms
hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance.
No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any such right, power or privilege,
nor any single or partial exercise of any such right, power or
privilege, preclude any further exercise thereof or the exercise of
any other such right, power or privilege.
11.5 Governing Law. This Agreement shall be governed
and construed in accordance with the laws of the State of Delaware.
11.6 Binding Effect; No Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties and
their respective successors and legal representatives. This Agreement
is not assignable, except that Buyer may assign its rights hereunder
to any of its Affiliates.
11.7 Variations in Pronouns. All pronouns and any
variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require.
11.8 Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed by
less than all, but together signed by all of the parties hereto.
11.9 Headings. The headings in this Agreement are
for reference only, and shall not affect the interpretation of this
Agreement.
11.10 Severability of Provisions. If any provision or
any portion of any provision of this Agreement, or the application of
any such provision or any portion thereof to any Person or
circumstance, shall be held invalid or unenforceable, the remaining
portion of such provision and the remaining provisions of this
Agreement,
and the application of such provision or portion of such provision as
is held invalid or unenforceable to Persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not
be affected thereby.
PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
MLX CORP.
By:
Name:
Title:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as
custodian for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as
custodian for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Schedule 3.1
Liens
Outstanding Options to Purchase
1. Warrant Agreement dated January 25, 1995, between ▇▇▇▇▇▇
Metalcraft Holding Co. and Connecticut General Life Insurance Company
and Cigna Mezzanine Partners III, L.P., as amended July 11, 1997, for
72,000 shares of common stock.
2. Executive Stock Option Agreement between ▇▇▇▇▇▇ Metalcraft
Holding Co. And ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated February 15, 1995, as amended
on October 8, 1997, for 7,000 shares of the Company.
3. Executive Stock Option Agreement between ▇▇▇▇▇▇ Metalcraft
Holding Co. And ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated August 31, 1989, as amended on
February 15, 1995, for 9,000 shares of the Company.
4. Executive Stock Option Agreement between ▇▇▇▇▇▇ Metalcraft
Holding Co. And ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ dated September 7, 1990, as amended
on February 15, 1995, for 9,000 shares of the Company.
5. Executive Stock Option Agreement between ▇▇▇▇▇▇ Metalcraft
Holding Co. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ dated July 13, 1992, as amended on
February 15, 1995, for 9,000 shares of the Company.
6. Executive Stock Option Agreement between ▇▇▇▇▇▇ Metalcraft
Holding Co. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated August 31, 1989, as amended on
February 15, 1995, for 9,000 shares of the Company.
7. Executive Stock Option Agreement between ▇▇▇▇▇▇ Metalcraft
Holding Co., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated May 8,
1995, as amended on October 8, 1997, for 5,000 shares of the Company.
8. Amended and Restated Director Option Agreement dated
February 15, 1995, between ▇▇▇▇▇▇ Metalcraft Holding Co., ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ for 30,000 shares of the Company.
Outstanding Shareholder Agreements.
1. Shareholders' Agreement dated as of March 20, 1995, among
▇▇▇▇▇▇ Metalcraft Holding Co., ▇▇▇▇▇▇ Metalcraft Co., ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and listed Purchasers.
2. Shareholders' Agreement dated as of January 25, 1995, among
▇▇▇▇▇▇ Metalcraft Holding Co., ▇▇▇▇▇▇ Metalcraft Co., Connecticut
General Life Insurance Company, Cigna Mezzanine Partners III, L.P., as
amended July 11, 1997.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. shareholders
1. Purchaser Representative Agreement dated as of March 20,
1995, among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the
other listed Purchasers.
Schedule 3.5
Defaults
1. Note and Warrant Purchase Agreements dated January 25, 1995,
by and among ▇▇▇▇▇▇ Metalcraft Co., ▇▇▇▇▇▇ Metalcraft Holding Co.,
Connecticut General Life Insurance Company and Cigna Mezzanine
Partners III, L.P., as amended July 11, 1997, adding ▇▇▇▇▇▇ Metalcraft
Co. of North Carolina.
2. Loan and Security Agreement dated as of January 31, 1995,
between ▇▇▇▇▇▇ Metalcraft Co. and Barclays Business Credit, Inc., as
amended by the First Amendment dated December 15, 1995, and as further
amended by the Second Amendment dated July 11, 1997, noting Fleet
Capital Corporation as successor-in-interest to Barclays and adding
▇▇▇▇▇▇ Metalcraft Co. of North Carolina.
3. Warrant Agreement dated January 25, 1995, between ▇▇▇▇▇▇
Metalcraft Holding Co. and Connecticut General Life Insurance Company
and Cigna Mezzanine Partners III, L.P., as amended July 11, 1997, for
72,000 shares of common stock.
4. Shareholders' Agreement dated as of March 20, 1995, among
▇▇▇▇▇▇ Metalcraft Holding Co., ▇▇▇▇▇▇ Metalcraft Co., ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and listed Purchasers.
5. Shareholders' Agreement dated as of January 25, 1995, among
▇▇▇▇▇▇ Metalcraft Holding Co., ▇▇▇▇▇▇ Metalcraft Co., Connecticut
General Life Insurance Company, Cigna Mezzanine Partners III, L.P., as
amended July 11, 1997.
6. Stock Option Agreements 2 through 8 listed on Schedule 3.1
to the Securities Purchase Agreement.
7. Purchaser Representative Agreement dated as of March 20,
1995, among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the
other listed Purchasers.
Schedule 4.2
Non-contravention
None.
EXHIBIT A
Selling Securityholders
Person Shares Owned Options Owned[superscript 1] Warrants Owned
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 174,000
▇▇▇▇ ▇. ▇▇▇▇▇ 6,840
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2,160
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. 2,160
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
as custodian for
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2,160
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
as custodian for
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2,160
▇▇▇▇ ▇. ▇▇▇▇▇▇ 5,760
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,200
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,200
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,800
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,800
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,200
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III 1,200
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III 1,200
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 1,200
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1,200
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1,200
▇▇▇▇ ▇. ▇▇▇▇▇ 960
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 600
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 9,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 9,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 9,000
Connecticut General Life
Insurance Company, as
beneficial owner (with
CIG & CO being
registered owner) 23,791.56
Cigna Mezzanine Partners
III, L.P., as
beneficial owner (with
CIG & CO being
registered owner) 48,205.44
------- ------ ---------
TOTAL 210,000 43,000 72,000
[superscript 1] ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ hold 30,000 and
5,000 options, respectively, but are not Selling Securityholders.
EXHIBIT B
Recap Company Selling Securityholders
Shares of Shares of
Class A Class B Options Warrants
Person Stock Owned Stock Owned Owned[superscript 1] Owned
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,511,111 100,000 64,815
▇▇▇▇ ▇. ▇▇▇▇▇, 63,333
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 20,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. 20,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
as custodian for
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 20,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
as custodian for
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 20,000
▇▇▇▇ ▇. ▇▇▇▇▇▇ 53,333
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 11,111
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 11,111
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 16,667
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 16,667
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 11,111
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III 11,111
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III 11,111
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 11,111
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 11,111
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 11,111
▇▇▇▇ ▇. ▇▇▇▇▇ 8,889
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 5,556
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 83,333
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 83,333
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 83,333
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 83,333
Connecticut General Life
Insurance Company, as
beneficial owner (with
CIG & CO being
registered owner) 220,320
Cigna Mezzanine Partners
III, L.P., as
beneficial owner (with
CIG & CO being
registered owner) 446,347
--------- ------- ------- -------
TOTAL 1,844,444 100,000 398,147 666,667
[superscript 1] ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ hold 277,778 and
46,296 options, respectively, following the recapitalization, but are
not Selling Securityholders.
EXHIBIT C
Sale of Recap Company Securities
Shares of
Class A Options Warrants Purchase
Person Stock Sold Sold Sold Price[superscript 1]
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 292,121 4,381,820
▇▇▇▇ ▇. ▇▇▇▇▇, 50,000 750,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 20,000 300,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. 20,000 300,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
as custodian for
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 20,000 300,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
as custodian for
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 20,000 300,000
▇▇▇▇ ▇. ▇▇▇▇▇▇ 53,333 799,995
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 11,111 166,665
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 11,111 166,665
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 16,667 250,005
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 16,667 250,005
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 11,111 166,665
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III 11,111 166,665
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III 11,111 166,665
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 11,111 166,665
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 11,111 166,665
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 11,111 166,665
▇▇▇▇ ▇. ▇▇▇▇▇ 8,889 133,335
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 5,556 83,340
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 13,636 203,072
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 13,636 203,072
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 13,636 201,600
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 13,636 203,072
Connecticut General Life
Insurance Company, as
beneficial owner (with
CIG & CO being
registered owner) 220,320 3,304,324
Cigna Mezzanine Partners
III, L.P., as
beneficial owner (with
CIG & CO being
registered owner) 446,347 6,694,236
------- ------ ------- ----------
TOTAL 612,121 54,544 666,667 19,991,196
[superscript 1] The numbers in this column are based upon the
calculations provided by ▇▇▇ ▇▇▇▇▇▇ on October 14, 1997.
EXHIBIT D
Names and Addresses of Selling Securityholders
Person Address
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ c/o Morton Metalcraft Co., Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Connecticut General Life Insurance CIG & Co.
Company, as beneficial owner c/o CIGNA Investments, Inc.
(with CIG & CO being registered ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇) ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Securities Accounting
S-206
Cigna Mezzanine Partners III, L.P., CIG & Co.
as beneficial owner (with CIG c/o CIGNA Investments, Inc.
& CO being registered owner) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Securities Accounting
S-206