EXECUTED LETTER OF INTENT RELATING
THERETO;
(II)
SUCH ACQUISITION SHALL ONLY INVOLVE A
QUALIFIED TARGET WHICH BUSINESS WOULD NOT SUBJECT AGENT OR ANY LENDER TO
REGULATORY OR THIRD PARTY APPROVALS IN CONNECTION WITH THE EXERCISE OF ITS
RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS OTHER THAN
APPROVALS APPLICABLE TO THE EXERCISE OF SUCH RIGHTS AND REMEDIES WITH RESPECT TO
BORROWER PRIOR TO SUCH ACQUISITION;
(III)
SUCH ACQUISITION SHALL BE CONSENSUAL AND
SHALL HAVE BEEN APPROVED BY THE QUALIFIED TARGET'S BOARD OF DIRECTORS OR, IN THE
CASE OF A QUALIFIED TARGET IN BANKRUPTCY, A COURT OF COMPETENT JURISDICTION;
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(IV)
NO ADDITIONAL INDEBTEDNESS, GUARANTEED
INDEBTEDNESS OR OTHER LIABILITIES SHALL BE INCURRED, ASSUMED OR OTHERWISE BE
REFLECTED ON A CONSOLIDATED BALANCE SHEET OF BORROWER AND QUALIFIED TARGET AFTER
GIVING EFFECT TO SUCH ACQUISITION, EXCEPT (A) U.S. REVOLVING CREDIT ADVANCES
MADE HEREUNDER THAT ARE MADE IN ACCORDANCE WITH THE TERMS OF SECTION 2.3, (B)
TRADE PAYABLES AND ACCRUED EXPENSES, EACH IN EXISTENCE AT THE TIME OF THE
ACQUISITION AND NOT CREATED IN ANTICIPATION THEREOF AND EACH ARISING IN ORDINARY
COURSE, (C) INDUSTRIAL REVENUE BOND FINANCING, CAPITAL LEASES AND PURCHASE MONEY
INDEBTEDNESS, NOT TO EXCEED IN THE AGGREGATE 25% OF TOTAL CONSIDERATION PAID FOR
SUCH PERMITTED ACQUISITION (INCLUDING THE BOOK VALUE OF ASSUMED LIABILITIES),
EACH IN EXISTENCE AT THE TIME OF ACQUISITION AND NOT CREATED IN ANTICIPATION
THEREOF AND EACH ARISING IN THE ORDINARY COURSE OF BUSINESS, AND (D) UNSECURED
ACQUISITION SUBORDINATED DEBT (1) WITH A MATURITY DATE AFTER THE MATURITY OF THE
OBLIGATIONS IN AN AMOUNT NOT TO EXCEED $5,000,000 IN THE AGGREGATE OR (2) WITH
AN EARLIER MATURITY BUT SUBJECT TO RESERVE AGAINST THE U.S. BORROWING BASE IN AN
AMOUNT EQUAL TO THE MAXIMUM AGGREGATE PAYMENTS PAYABLE THEREUNDER;
(V)
THE ASSETS ACQUIRED IN SUCH ACQUISITION
SHALL BE FREE AND CLEAR OF ALL LIENS (OTHER THAN PERMITTED ENCUMBRANCES AND
EXCEPT AS CONTEMPLATED BY CLAUSES (A) AND (C) OF SECTION 6.1(B)(IV));
(VI)
AT THE CLOSING OF ANY ACQUISITION, AGENT WILL
BE GRANTED A FIRST PRIORITY PERFECTED LIEN (SUBJECT TO PERMITTED ENCUMBRANCES
AND EXCEPT AS CONTEMPLATED BY CLAUSES (A) AND (C) OF SECTION 6.1(B)(IV)) IN ALL
ASSETS ACQUIRED PURSUANT THERETO OR, IN THE CASE OF EQUITY PURCHASE, IN THE
ASSETS AND STOCK OF THE QUALIFIED TARGET, AND BORROWER SHALL HAVE EXECUTED SUCH
DOCUMENTS AND TAKEN SUCH ACTIONS AS MAY BE REASONABLY REQUIRED BY AGENT IN
CONNECTION THEREWITH, AND AGENT SHALL HAVE RECEIVED LIEN SEARCH RESULTS (AND IN
THE CASE OF A QUALIFIED TARGET INCORPORATED IN ENGLAND FULL SEARCH REPORTS FROM
COMPANIES HOUSE), FINANCING STATEMENTS AND SUPPLEMENTAL SECURITY AGREEMENTS, A
GUARANTY, ENVIRONMENTAL INDEMNITY AGREEMENTS, BLOCKED ACCOUNT AGREEMENTS AND
OTHER COLLATERAL DOCUMENTS AND OTHER DOCUMENTS REASONABLY REQUESTED BY AGENT;
(VII)
AT THE TIME OF SUCH ACQUISITION AND IMMEDIATELY
AFTER GIVING EFFECT THERETO (INCLUDING ANY U.S. REVOLVING CREDIT ADVANCE IN
CONNECTION THEREWITH), NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING;
(VIII)
AT LEAST FIVE (5) DAYS BEFORE THE CLOSING DATE FOR
THE PERMITTED ACQUISITION, AGENT SHALL HAVE RECEIVED THE