AT THE CLOSING OF THE PROPOSED ACQUISITION) FREE AND CLEAR OF ALL LIENS,
EXCEPT PERMITTED LIENS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE
ACQUISITION OF SHARES OR OTHER EQUITY INTERESTS, FREE OF ANY RESTRICTIONS ON
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TRANSFER OTHER THAN RESTRICTIONS APPLICABLE TO THE SALE OF SECURITIES UNDER
FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS GENERALLY;
(X)
THE AGGREGATE CONSIDERATION TO BE PAID IN CONNECTION WITH SUCH
ACQUISITION SHALL NOT EXCEED THE GREATER OF (A) THE GREATER OF (I) THREE (3)
TIMES EBITDA (ADJUSTED FOR ACTUAL EXPENSES INCURRED IN CONNECTION WITH SUCH
ACQUISITION) CALCULATED IN ACCORDANCE WITH THE TERMS HEREOF, FOR THE MOST RECENT
FISCAL YEAR ENDED, AS REFLECTED IN THE FINANCIAL STATEMENTS REFERRED TO IN
CLAUSE (VII) ABOVE AND (II) AN AMOUNT EQUAL TO THE PRO FORMA BORROWING BASE FOR
THE PERSON THAT IS THE SUBJECT OF THE ACQUISITION, CALCULATED IN ACCORDANCE WITH
THE TERMS HEREOF AS OF THE DATE OF SUCH PROPOSED ACQUISITION AND (B) AN AMOUNT
MUTUALLY AGREED UPON BY THE BORROWERS, AGENT AND THE LENDER GROUP TAKING INTO
CONSIDERATION THE TOTALITY OF ALL INFORMATION RELATING TO THE PERSON THAT IS THE
SUBJECT OF THE ACQUISITION, WHICH AGREEMENT BY AGENT AND THE LENDER GROUP SHALL
NOT BE UNREASONABLY WITHHELD;
(XI)
AGENT SHALL HAVE RECEIVED THE FAVORABLE LEGAL OPINION OF THE
APPLICABLE BORROWER'S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO AGENT;
(XII)
AGENT SHALL HAVE RECEIVED A TRUE AND CORRECT COPY OF THE
ACQUISITION DOCUMENTS, AS WELL AS EVIDENCE OF ALL REQUISITE APPROVALS AND
PERMITS, ALL OF WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO AGENT; AND
(XIII)
AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS AND INSTRUMENTS AS
AGENT IN ITS REASONABLE DISCRETION MAY REQUIRE.
3.3
TERM.
(A)
THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT FOR A TERM
ENDING ON NOVEMBER 30, 2010 (THE "MATURITY DATE"), UNLESS TERMINATED EARLIER IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THE FOREGOING NOTWITHSTANDING, THE
LENDER GROUP, UPON THE ELECTION OF THE REQUIRED LENDERS, SHALL HAVE THE RIGHT TO
TERMINATE ITS OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO SECTION 8.1.
(B)
NOTWITHSTANDING THE PROVISIONS OF SUBSECTION (A), ALL OBLIGATIONS
(OTHER THAN THE PRINCIPAL AMOUNT OF THE TERM LOANS), INCLUDING ACCRUED INTEREST
TO THE DATE OF PRINCIPAL PAYMENT, SHALL BE DUE AND PAYABLE NO LATER THAN
NOVEMBER 30, 2008 (THE "REVOLVER MATURITY DATE"); PROVIDED, HOWEVER, THAT BY
WRITTEN NOTICE TO AGENT (THE "REVOLVER RENEWAL NOTICE"), BORROWERS MAY ELECT TO
REQUIRE THE LENDERS TO RENEW THE REVOLVER COMMITMENT TWO TIMES, EACH FOR A
PERIOD OF ONE YEAR, SO LONG AS EACH OF THE FOLLOWING CONDITIONS PRECEDENT HAVE
FULFILLED, TO THE SATISFACTION OF AGENT, IN WHICH CASE SUCH RENEWAL DATE SHALL
BECOME THE NEW REVOLVER MATURITY DATE:
(I)
ADMINISTRATIVE BORROWER DELIVERS THE REVOLVER RENEWAL NOTICE TO
AGENT NO LATER THAN FORTY-FIVE (45) DAYS PRIOR TO THE THEN EXTANT REVOLVER
MATURITY DATE;
(II)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED SINCE THE CLOSING
DATE (WHETHER OR NOT THEN CONTINUING); AND
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(III)
CONCURRENTLY WITH ADMINISTRATIVE BORROWER'S DELIVERY OF THE
REVOLVER RENEWAL NOTICE,