CONSTITUTING A BUSINESS UNIT, LINE OF BUSINESS OF OR
DIVISION OF ANY PERSON THAT, UPON THE CONSUMMATION THEREOF, WILL BE OWNED
DIRECTLY BY THE BORROWER OR ANY OF ITS SUBSIDIARIES (INCLUDING, WITHOUT
LIMITATION, AS A RESULT OF A MERGER OR CONSOLIDATION WITH OR INTO THE BORROWER
OR A SUBSIDIARY OF THE BORROWER, EXCEPT THAT IN THE CASE OF ANY SUCH ACQUISITION
BY THE BORROWER OR A RESTRICTED SUBSIDIARY, THE SURVIVING ENTITY OF ANY SUCH
MERGER OR CONSOLIDATION SHALL BE THE BORROWER OR A RESTRICTED SUBSIDIARY);
PROVIDED THAT, WITH RESPECT TO EACH PURCHASE OR OTHER ACQUISITION MADE PURSUANT
TO THIS CLAUSE (H) (EACH, A "PERMITTED ACQUISITION"):
(I)
ANY NEWLY CREATED OR ACQUIRED RESTRICTED
SUBSIDIARY SHALL COMPLY WITH THE REQUIREMENTS OF SECTION 6.11;
(II)
THE LINES OF BUSINESS OF THE PERSON TO BE
(OR THE PROPERTY AND ASSETS OF WHICH ARE TO BE) SO PURCHASED OR OTHERWISE
ACQUIRED SHALL BE SUBSTANTIALLY THE SAME LINES OF BUSINESS AS ONE OR MORE OF THE
BUSINESSES ENGAGED IN BY THE BORROWER AND ITS SUBSIDIARIES ON THE DATE OF THIS
AGREEMENT AND THOSE REASONABLY RELATED OR ANCILLARY THERETO;
(III)
THE TOTAL CASH CONSIDERATION PAID BY OR ON
BEHALF OF THE BORROWER AND ITS SUBSIDIARIES FOR ANY SUCH PURCHASE OR OTHER
ACQUISITION, WHEN AGGREGATED
119
WITH THE TOTAL CASH CONSIDERATION PAID BY OR ON BEHALF OF THE BORROWER AND ITS
SUBSIDIARIES FOR ALL OTHER PURCHASES AND OTHER ACQUISITIONS MADE BY THE BORROWER
AND ITS SUBSIDIARIES PURSUANT TO THIS CLAUSE (H), SHALL NOT EXCEED $70,000,000
FROM AND AFTER THE AMENDMENT AND RESTATEMENT CLOSING DATE (IT BEING UNDERSTOOD
THAT ALL INDEMNITIES, EARNOUTS AND OTHER SIMILAR CONTINGENT PURCHASE PRICE
PAYMENT OBLIGATIONS TO, AND THE AGGREGATE AMOUNTS PAID OR TO BE PAID UNDER
NONCOMPETE, CONSULTING AND OTHER AFFILIATED AGREEMENTS WITH, THE SELLERS
THEREOF, ALL RESERVES FOR LIABILITIES WITH RESPECT THERETO AND ALL ASSUMPTIONS
OF INDEBTEDNESS IN CONNECTION THEREWITH SHALL IN EACH CASE BE INCLUDED IN
DETERMINING THE AMOUNT OF CASH CONSIDERATION EXPENDED, PROVIDED THAT TO THE
EXTENT THAT ANY OF THE FOREGOING AMOUNTS IS NOT KNOWN OR DETERMINABLE, SUCH
AMOUNT SHALL BE DETERMINED TO BE AN AMOUNT REASONABLY ESTIMATED IN GOOD FAITH TO
BE PAYABLE AT THE TIME OF THE PURCHASE OR ACQUISITION);
(IV)
IMMEDIATELY BEFORE AND IMMEDIATELY AFTER
GIVING PRO FORMA EFFECT TO ANY SUCH PURCHASE OR OTHER ACQUISITION, NO DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING; AND
(V)
THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, AT LEAST FIVE BUSINESS DAYS
PRIOR TO THE DATE ON WHICH ANY SUCH PURCHASE OR OTHER ACQUISITION IS TO BE
CONSUMMATED, A CERTIFICATE OF A SENIOR FINANCIAL OFFICER, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, CERTIFYING THAT ALL OF THE
REQUIREMENTS SET FORTH IN THIS CLAUSE (H) HAVE BEEN SATISFIED OR WILL BE
SATISFIED ON OR PRIOR TO THE CONSUMMATION OF SUCH PURCHASE OR OTHER ACQUISITION
(AND INCLUDING A SCHEDULE THAT SETS FORTH IN REASONABLE DETAIL ALL OF THE
COMPUTATIONS USED BY THE BORROWER IN DETERMINING COMPLIANCE WITH SUCH
REQUIREMENTS);
(I)
INVESTMENTS BY