TO BE ACQUIRED IN SUCH
ACQUISITION IS SIMILAR OR REASONABLY RELATED TO ONE OR MORE OF THE LINES OF
BUSINESS IN WHICH THE PARENT, THE BORROWER AND THE SUBSIDIARIES ARE ENGAGED ON
THE RESTATEMENT EFFECTIVE DATE;
(IV)
AS OF THE DATE OF THE CONSUMMATION OF SUCH
ACQUISITION, ALL MATERIAL GOVERNMENTAL AND CORPORATE APPROVALS REQUIRED IN
CONNECTION THEREWITH SHALL HAVE BEEN OBTAINED;
(V)
WITH RESPECT TO EACH PERMITTED ACQUISITION
WITH RESPECT TO WHICH THE PURCHASE PRICE SHALL BE GREATER THAN $75,000,000, NOT
LESS THAN TEN (10) DAYS PRIOR TO THE CONSUMMATION OF SUCH PERMITTED ACQUISITION,
THE BORROWER SHALL HAVE DELIVERED TO THE AGENT A PRO FORMA CONSOLIDATED BALANCE
SHEET, INCOME STATEMENT AND CASH FLOW STATEMENT OF THE PARENT AND THE
SUBSIDIARIES (THE "ACQUISITION PRO FORMA"), BASED ON THE PARENT'S MOST RECENT
FINANCIAL STATEMENTS DELIVERED PURSUANT TO SECTION 6.1 AND TAKING INTO ACCOUNT
SUCH PERMITTED ACQUISITION (INCLUDING, FOR PURPOSES OF CONSOLIDATED EBITDA,
FACTUALLY SUPPORTABLE AND IDENTIFIABLE COSTS SAVINGS AND EXPENSES, IN ACCORDANCE
WITH REGULATION S-X UNDER THE SECURITIES ACT
OF 1933 AND SATISFACTORY TO THE
AGENT), THE FUNDING OF ALL CREDIT EXTENSIONS IN CONNECTION THEREWITH (AND THE
USE OF THE PROCEEDS THEREOF) AND THE REPAYMENT OF ANY INDEBTEDNESS IN CONNECTION
WITH SUCH PERMITTED ACQUISITION, AND SUCH ACQUISITION PRO FORMA SHALL REFLECT
THAT, ON A PRO FORMA BASIS, THE PARENT WOULD HAVE BEEN IN COMPLIANCE WITH THE
FINANCIAL COVENANTS SET FORTH IN SECTIONS 6.20 AND 6.21 FOR THE FOUR FISCAL
QUARTER PERIOD REFLECTED IN THE COMPLIANCE CERTIFICATE MOST RECENTLY DELIVERED
TO THE AGENT PURSUANT TO SECTION 6.1.3 PRIOR TO THE CONSUMMATION OF SUCH
PERMITTED ACQUISITION (GIVING EFFECT TO EACH OF THE ADJUSTMENTS DESCRIBED ABOVE
AS IF MADE ON THE FIRST DAY OF SUCH PERIOD); AND
(VI)
PRIOR TO, OR WITH RESPECT TO CLAUSES (A) AND
(B) BELOW, CONCURRENTLY WITH, THE CONSUMMATION OF, EACH SUCH PERMITTED
ACQUISITION, THE BORROWER SHALL DELIVER TO
54
THE AGENT A DOCUMENTATION, INFORMATION AND CERTIFICATION PACKAGE IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE AGENT, INCLUDING, WITHOUT LIMITATION;
(A)
in the case of an Acquisition by or of a
Domestic Subsidiary, the Collateral Documents necessary for the perfection of a
first priority security interest (subject to Liens permitted under Section 6.15,
provided that nothing herein shall be deemed to constitute an agreement to
subordinate any of the Liens of the Agent under the Loan Documents to any Liens
otherwise permitted under Section 6.15 (other than Permitted Priority Liens)) in
all of the assets to be acquired or the equity interests and assets of the
entity to be acquired, or, in the case of the Acquisition of a Material Foreign
Subsidiary, all of the applicable Collateral Documents required by Section 6.23,
together with opinions of counsel, if requested by the Agent, in each case in
form and substance reasonably acceptable to the Agent;
(B)
a supplement to the Guaranty if the Permitted
Acquisition is an Acquisition of equities and the target company would qualify
as a Domestic Subsidiary after the Acquisition but will not be merged with the
Borrower