2 3 thereunder (the "Agent"), the guarantors named therein and the lenders named therein, in accordance with the terms of the Amended and Restated Guarantee, dated as of December 23, 1997 (the "Chase Guarantee") made by the Stockholders in favor of...Stockholders Agreement • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc. • Delaware
RECITALS:Warrant Agreement • September 11th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
2 3 THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN...Letter Agreement • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
17,250,000 9.50% SENIOR SUBORDINATED NOTES DUE NOVEMBER 19, 2001 2 TABLE OF CONTENTS (NOT A PART OF THE AGREEMENT)Note Purchase Agreement • April 15th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
1 ORIGINAL --------Cerplex Group Inc • November 12th, 1997 • Services-computer programming, data processing, etc.
1 2 SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENTCredit Agreement • April 15th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
1 EXHIBIT 4.27 FIFTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIFTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made as of the 9th day of April, 1997, by and among The Cerplex Group, Inc., a Delaware corporation (the...Registration Rights Agreement • August 12th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
2 3 purposes whatsoever, whether or not this Note shall be overdue. With respect to any Note at any time outstanding, the term "holder," as used herein, shall be deemed to mean the person in whose name such Note is registered as aforesaid at such time.Cerplex Group Inc • February 6th, 1998 • Services-computer programming, data processing, etc. • New York
WAIVER AGREEMENTWaiver Agreement • August 12th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
1 EXHIBIT 99.11 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
3 4 (c) Notice of Default. If any one or more events which constitute, or which with notice or lapse of time or both would constitute, an Event of Default under Section 10 of this Note shall occur, the Company shall, immediately after it becomes aware...Cerplex Group Inc • February 6th, 1998 • Services-computer programming, data processing, etc. • New York
17,250,000 SENIOR SUBORDINATED NOTES DUE NOVEMBER 19, 2001First Amendment Agreement • September 11th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made as of the 20th day of August, 1997, by and among The Cerplex Group, Inc., a Delaware corporation (the "Company"), the...Registration Rights Agreement • September 11th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
17,250,000 SERIES A SENIOR SUBORDINATED NOTES DUE NOVEMBER 19, 2001Waiver and Amendment Agreement • April 15th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
1 Exhibit 99.11 THE CERPLEX GROUP, INC. AUTOMATIC STOCK OPTION AGREEMENT RECITALS A. The Corporation has implemented an automatic option grant program under the Plan pursuant to which eligible non-employee members of the Board will automatically...Automatic Stock Option Agreement • December 20th, 1996 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • March 3rd, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc.
RECITALSCredit Agreement and Consent • August 12th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
2 3 "holder," as used herein, shall be deemed to mean the person in whose name such Note is registered as aforesaid at such time.Cerplex Group Inc • February 6th, 1998 • Services-computer programming, data processing, etc. • New York
LIMITED WAIVERLimited Waiver • November 13th, 1996 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
1 EXHIBIT 4.33 THE CERPLEX GROUP, INC. WARRANT AGREEMENT DATED AS OF AUGUST 20, 1997 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 2 TABLE OF CONTENTS (NOT A PART OF THE AGREEMENT)Warrant Agreement • September 11th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
2 3 6. During the Interim Period, McTavish and those other Aurora employees made available to Cerplex pursuant to this Agreement shall use their best efforts to (i) avoid doing anything to the competitive disadvantage of Cerplex vis-a-vis Aurora and...Interim Management Agreement • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc. • Aurora
RECITALSCredit Agreement and Limited Waiver • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
2 3 the performance by the Company of its respective obligations hereunder and thereunder have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the...Cerplex Note Purchase Agreement • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
1 EXHIBIT 99.2 IRREVOCABLE PROXY AND OPTION AGREEMENT Each undersigned stockholder of THE CERPLEX GROUP, INC., a Delaware corporation (the "Company"), hereby irrevocably appoints Larry McTavish and Richard H. Stowe, and each of them, or any other...Proxy and Option Agreement • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc.
1 EXHIBIT 2.18 ================================================================ ================ AGREEMENT AND PLAN OF MERGERV 7 Agreement and Plan of Merger • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc. • Delaware
1 EXHIBIT 99.6 SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
b) Concurrently with, and in consideration of, the purchase of the Series B Notes by the Purchasers, the Company issued to the Purchasers, pursuant to a Warrant Agreement, dated as of November 19, 1993 (as may be amended from time to time, the "1993...Observation Rights Agreement • September 11th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • New York
March 28, 1997 VIA FACSIMILE TRANSMISSION To the Persons on the Distribution List Attached Hereto Ladies and Gentlemen: The Cerplex Group, Inc. (the "Company") and each of The Northwestern Mutual Life Insurance Company, John Hancock Mutual Life...Cerplex Group Inc • April 15th, 1997 • Services-computer programming, data processing, etc.
ARTICLE IForbearance and Repayment Agreement • February 6th, 1998 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
1 2 the earlier of the dates referred to in clause (i) and (ii) being referred to herein as the "EXTENSION PERIOD"). During the Extension Period, the Credit Agreement shall remain in full force and effect in accordance with its terms except that no...Extension and Forbearance Agreement • April 15th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
July 10, 1997 VIA FACSIMILE TRANSMISSION To the Persons on the Distribution List Attached Hereto Ladies and Gentlemen: We refer to that certain Waiver Agreement (the "Waiver Agreement"), dated as of June 30, 1997, among The Cerplex Group, Inc., The...Cerplex Group Inc • August 12th, 1997 • Services-computer programming, data processing, etc.
THE CERPLEX GROUP, INC.Cerplex Group Inc • August 12th, 1997 • Services-computer programming, data processing, etc.
1 EXHIBIT 2.13 STOCK PURCHASE AGREEMENT RELATING TO ALL OF THE OUTSTANDING STOCK OF PERIPHERAL COMPUTER SUPPORT, INC. 2 TABLE OF CONTENTSStock Purchase Agreement • April 15th, 1997 • Cerplex Group Inc • Services-computer programming, data processing, etc. • California
