TO SUCH PERMITTED ACQUISITION OF THE BOARD OF DIRECTORS OR
EQUIVALENT GOVERNING BODY OF THE PERSON BEING ACQUIRED OR WHOSE ASSETS ARE BEING
ACQUIRED, (V) SUCH PERMITTED ACQUISITION CONSISTS EXCLUSIVELY OF (A) ASSETS OR
BUSINESSES LOCATED ONLY IN THE UNITED STATES OR CANADA, (B) A PERSON ORGANIZED
UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR CANADA OR ANY
PROVINCE THEREOF, SO LONG AS SUCH PERSON BECOMES A LOAN PARTY, OR (C) ASSETS OR
BUSINESSES LOCATED IN, OR PERSONS ORGANIZED UNDER THE LAWS OF, OTHER
JURISDICTIONS, IN AN AGGREGATE AMOUNT, WHEN AGGREGATED WITH INVESTMENTS MADE
PURSUANT TO SECTION 6.04(M), DO NOT EXCEED $150,000,000 AT ANY TIME OUTSTANDING,
WHICH FOREIGN INVESTMENTS SHALL BE CONTROLLED AT ALL TIMES BY THE BORROWERS
UNLESS THE PERSON HOLDING SUCH ACQUIRED ASSETS, OR THE ACQUIRED PERSON, IS AN
EXCLUDED JOINT VENTURE, PROVIDED FURTHER THAT SUCH $150,000,000 LIMIT SHALL BE
INCREASED ON A DOLLAR FOR DOLLAR BASIS BY THE CASH PROCEEDS OF ANY EQUITY
CONTRIBUTION OR PROCEEDS FROM THE ISSUANCE OF SPONSOR SUBORDINATED DEBT, OTHER
THAN EQUITY CONTRIBUTIONS OR ISSUANCES OF INDEBTEDNESS MADE FOR PURPOSES OF
ALLOWING ADDITIONAL INVESTMENTS OR ACQUISITIONS PURSUANT TO SECTION 6.04(I) OR
6.04(M), TO FUND REPURCHASES OR REDEMPTIONS PERMITTED BY SECTION 6.06, OR FOR
PURPOSES OF SATISFYING THE COVENANTS CONTAINED IN SECTION 6.11(A) OR (C),
(VI) ALL MATERIAL GOVERNMENTAL AND MATERIAL THIRD-PARTY APPROVALS NECESSARY IN
CONNECTION WITH SUCH PERMITTED ACQUISITION SHALL HAVE BEEN OBTAINED AND BE IN
FULL FORCE AND EFFECT, (VII) IF ACQUIRING A PERSON, SUCH PERSON BECOMES (A) A
WHOLLY-OWNED SUBSIDIARY OF A BORROWER OR (B) AN EXCLUDED JOINT VENTURE, AND
(VIII) ON OR BEFORE THE DATE OF CONSUMMATION OF SUCH PERMITTED ACQUISITION, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (A) ALL DOCUMENTS REQUIRED BY THE
PROVISIONS OF SECTION 5.11 WITH RESPECT TO ANY PERSON PURCHASED OR FORMED IN
SUCH PERMITTED ACQUISITION AND (B) IF THE AMOUNT OF SUCH PERMITTED ACQUISITION
EXCEEDS $10,000,000, A CERTIFICATE OF THE ADMINISTRATIVE BORROWER EXECUTED BY
ITS CHIEF FINANCIAL OFFICER OR CHIEF EXECUTIVE OFFICER CERTIFYING TO THE
ADMINISTRATIVE AGENT AND THE LENDERS AS TO THE MATTERS SET FORTH IN THE
FOREGOING CLAUSES (I) THROUGH (VIII);"
(B)
SECTION 6.04(R) OF THE EXISTING CREDIT
AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
"(r)
[INTENTIONALLY OMITTED]"
SECTION 2.8.
AMENDMENT TO
SECTION 6.06.
SECTION 6.06 OF THE EXISTING CREDIT AGREEMENT IS HEREBY AMENDED
AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
"SECTION 6.06.
Restricted Payments.
The Borrowers will not, and will not
permit any of their respective subsidiaries to, declare or make, directly or
indirectly, any Restricted Payment, except:
(a) the Borrowers may make Restricted Payments with respect to its Equity
Interests payable solely in additional shares of its common stock;
(b) any subsidiary of Parent may declare and pay dividends ratably with respect
to their Equity Interests;
(c) after an Initial Public Offering (including an offering that would be an
Initial Public Offering except that the amount of proceeds received with respect
thereto is less than $50,000,000) of a Borrower,