any Acquisition other than a Permitted
Acquisition. Letters of Credit will be issued only to support the working
capital needs and other general corporate purposes of the Borrowers."
SECTION 2.6.
AMENDMENT TO
SECTION 6.01.
SECTION 6.01 OF THE EXISTING CREDIT AGREEMENT IS HEREBY AMENDED
BY REPLACING THE PERIOD (".") AT THE END OF THE PARAGRAPH (T) THEREOF WITH A
SEMI-COLON ("; AND") AND ADDING A PARAGRAPH (U) AS FOLLOWS:
"(u) Indebtedness consisting of (i) a one-time offering of senior unsecured
notes or senior subordinated notes (and guarantees thereof), the net proceeds of
which are applied (A) to prepay in whole or in part the First Lien Term Loan
Credit Agreement and the Second Lien Term Loan Credit Agreement, (B)
to
extinguish in whole or in part hedging obligations in respect of the First Lien
Term Loan Credit Agreement and the Second Lien Term Loan Credit Agreement and
(C) for any other purpose not prohibited by this Agreement, in each case, as
part of a refinancing transaction in which all amounts outstanding under the
First Lien Term Loan Credit Agreement and the Second Lien Term Loan Credit
Agreement are paid in full and the facilities are terminated or (ii) notes in
the same principal amount issued in exchange for such notes in a transaction
registered under the U.S. Securities Act of 1933, as amended."
SECTION 2.7.
AMENDMENT TO
SECTION 6.04.
(A)
SECTION 6.04(I) OF THE EXISTING CREDIT
AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
"(I)
INVESTMENTS INCURRED IN ORDER TO CONSUMMATE PERMITTED ACQUISITIONS,
PROVIDED THAT (I) THE CONSIDERATION FOR (X) ALL SUCH PERMITTED ACQUISITIONS, IN
THE AGGREGATE, DOES NOT EXCEED $250,000,000 AND (Y) ALL SUCH PERMITTED
ACQUISITIONS WHICH ARE ELIGIBLE PURCHASES, IN THE AGGREGATE, DOES NOT EXCEED
$150,000,000, IN EACH CASE
SINCE THE EFFECTIVE DATE, PROVIDED FURTHER THAT SUCH $250,000,000 AND
$150,000,000 LIMITS SHALL BE INCREASED ON A DOLLAR FOR DOLLAR BASIS BY THE CASH
PROCEEDS OF ANY ISSUANCE OF SPONSOR SUBORDINATED DEBT OR EQUITY CONTRIBUTION
(OTHER THAN EQUITY CONTRIBUTIONS MADE FOR PURPOSES OF ALLOWING ADDITIONAL
INVESTMENTS PURSUANT TO SECTIONS 6.04(M) AND (Q), TO FUND REPURCHASES OR
REDEMPTIONS PERMITTED BY SECTION 6.06, OR FOR PURPOSES OF SATISFYING THE
COVENANTS CONTAINED IN SECTION 6.11), (II) AT THE TIME THEREOF AND IMMEDIATELY
AFTER GIVING EFFECT THERETO NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, (III) AFTER GIVING EFFECT TO SUCH PERMITTED ACQUISITION, THE
BORROWERS SHALL HAVE A MINIMUM PRO FORMA AVAILABILITY AS OF THE DATE OF
CONSUMMATION OF SUCH PERMITTED ACQUISITION (AFTER GIVING EFFECT TO THE FUNDING
OF ALL REVOLVING LOANS AND THE ISSUANCE OF ALL LETTERS OF CREDIT TO BE FUNDED OR
ISSUED AS OF SUCH DATE AND THE INCLUSION IN THE BORROWING BASE OF ACQUIRED
ACCOUNTS AND INVENTORY FOR WHICH FIELD EXAMINATIONS AND APPRAISALS HAVE BEEN
COMPLETED AND THAT WOULD BE ELIGIBLE ACCOUNTS AND ELIGIBLE INVENTORY UPON
ACQUISITION THEREOF BY THE APPLICABLE BORROWERS) OF NOT LESS THAN $48,750,000,
(IV) THE LOAN PARTIES SHALL HAVE OBTAINED THE PRIOR, EFFECTIVE WRITTEN CONSENT
OR APPROVAL