each other applicable Credit Party to comply
with, the following covenants:
(A)
NOT LESS THAN TEN (10) BUSINESS DAYS PRIOR TO THE CONSUMMATION OF
ANY PERMITTED ACQUISITION, THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT AND EACH LENDER THE FOLLOWING (BUT WITH RESPECT TO ANY
PERMITTED ACQUISITION HAVING A TOTAL ACQUISITION AMOUNT LESS THAN $10,000,000,
ONLY THE CERTIFICATE AND SUPPORTING CALCULATIONS DESCRIBED IN CLAUSE (V) BELOW):
83
(I)
A REASONABLY DETAILED DESCRIPTION OF THE MATERIAL TERMS OF SUCH
PERMITTED ACQUISITION (INCLUDING, WITHOUT LIMITATION, THE PURCHASE PRICE AND
METHOD AND STRUCTURE OF PAYMENT) AND OF EACH PERSON OR BUSINESS THAT IS THE
SUBJECT OF SUCH PERMITTED ACQUISITION (EACH, A "TARGET");
(II)
HISTORICAL FINANCIAL STATEMENTS OF THE TARGET (OR, IF THERE ARE
TWO OR MORE TARGETS THAT ARE THE SUBJECT OF SUCH PERMITTED ACQUISITION AND THAT
ARE PART OF THE SAME CONSOLIDATED GROUP, CONSOLIDATED HISTORICAL FINANCIAL
STATEMENTS FOR ALL SUCH TARGETS) FOR THE TWO (2) MOST RECENT FISCAL YEARS
AVAILABLE AND, IF AVAILABLE, FOR ANY INTERIM PERIODS SINCE THE MOST RECENT
FISCAL YEAR-END PREPARED BY A FIRM OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT;
(III)
CONSOLIDATED PROJECTED INCOME STATEMENTS OF THE BORROWER AND ITS
SUBSIDIARIES (GIVING EFFECT TO SUCH PERMITTED ACQUISITION AND THE CONSOLIDATION
WITH THE BORROWER OF EACH RELEVANT TARGET) FOR THE TWELVE-MONTH PERIOD FOLLOWING
THE CONSUMMATION OF SUCH PERMITTED ACQUISITION, IN REASONABLE DETAIL, TOGETHER
WITH ANY APPROPRIATE STATEMENT OF ASSUMPTIONS AND PRO FORMA ADJUSTMENTS;
(IV)
WITH RESPECT TO ANY SUCH PERMITTED ACQUISITION IN WHICH ANY
CONTINGENT PURCHASE PRICE OBLIGATIONS OR SELLER SUBORDINATED INDEBTEDNESS SHALL
BE INCURRED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, A COPY OF THE MOST
RECENT DRAFT OF THE ACQUISITION AGREEMENT (INCLUDING SCHEDULES AND EXHIBITS
THERETO, TO THE EXTENT AVAILABLE) AND OTHER MATERIAL DOCUMENTS (INCLUDING THE
DOCUMENTATION EVIDENCING SUCH CONTINGENT PURCHASE PRICE OBLIGATIONS OR SELLER
SUBORDINATED INDEBTEDNESS); AND
(V)
A CERTIFICATE, IN FORM REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, EXECUTED BY A FINANCIAL OFFICER OF THE BORROWER ON BEHALF
OF THE BORROWER SETTING FORTH THE TOTAL ACQUISITION AMOUNT (INCLUDING THE
CALCULATION OF ANY CONTINGENT PURCHASE PRICE GAAP AMOUNT CONSTITUTING PART OF
SUCH TOTAL ACQUISITION AMOUNT AND ANY CONTINGENT PURCHASE PRICE RESERVE AMOUNT
ASSOCIATED WITH SUCH PERMITTED ACQUISITION) AND FURTHER TO THE EFFECT THAT, TO
THE BEST OF SUCH FINANCIAL OFFICER'S KNOWLEDGE, (X) THE CONSUMMATION OF SUCH
PERMITTED ACQUISITION WILL NOT RESULT IN A VIOLATION OF ANY PROVISION OF THIS
SECTION 6.8 OR ANY OTHER PROVISION OF THIS AGREEMENT, AND AFTER GIVING EFFECT TO
SUCH PERMITTED ACQUISITION AND ANY BORROWINGS MADE IN CONNECTION THEREWITH, THE
BORROWER WILL BE IN COMPLIANCE WITH THE FINANCIAL COVENANTS CONTAINED IN
ARTICLE VII, SUCH COMPLIANCE DETERMINED WITH REGARD TO CALCULATIONS MADE ON A
PRO FORMA BASIS FOR THE REFERENCE PERIOD MOST RECENTLY ENDED, CALCULATED IN
ACCORDANCE WITH GAAP AS IF EACH SUCH TARGET HAD BEEN CONSOLIDATED WITH THE
BORROWER FOR THOSE PERIODS APPLICABLE TO SUCH COVENANTS (SUCH CALCULATIONS TO BE
ATTACHED TO THE CERTIFICATE USING THE COVENANT COMPLIANCE WORKSHEET), (Y) THE
BORROWER BELIEVES IN GOOD FAITH