BORROWER WOULD HAVE BEEN IN COMPLIANCE WITH THE FIXED
CHARGE COVERAGE RATIO FINANCIAL COVENANT SET FORTH IN ANNEX G FOR THE FOUR
QUARTER PERIOD REFLECTED IN THE COMPLIANCE CERTIFICATE MOST RECENTLY DELIVERED
TO AGENT PURSUANT TO ANNEX E PRIOR TO THE CONSUMMATION OF SUCH ACQUISITION
(AFTER GIVING EFFECT TO SUCH PERMITTED ACQUISITION AND THE U.S. REVOLVING LOAN
FUNDED IN CONNECTION THEREWITH AS IF MADE ON THE FIRST DAY OF SUCH PERIOD);
(B)
UPDATED VERSIONS OF THE MOST RECENTLY
DELIVERED PROJECTIONS COVERING THE 1-YEAR PERIOD COMMENCING ON THE DATE OF SUCH
ACQUISITION AND
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OTHERWISE PREPARED IN ACCORDANCE WITH THE PROJECTIONS (THE "ACQUISITION
PROJECTIONS") AND BASED UPON HISTORICAL FINANCIAL DATA OF A RECENT DATE
REASONABLY SATISFACTORY TO AGENT, TAKING INTO ACCOUNT SUCH PERMITTED
ACQUISITION;
(C)
A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
OF HOLDINGS AND BORROWER TO THE EFFECT THAT: (W) HOLDINGS ON A CONSOLIDATED
BASIS (AFTER TAKING INTO CONSIDERATION ALL RIGHTS OF CONTRIBUTION AND INDEMNITY
BORROWER HAS AGAINST HOLDINGS AND EACH OTHER SUBSIDIARY OF HOLDINGS) WILL BE
SOLVENT UPON THE CONSUMMATION OF THE PERMITTED ACQUISITION; (X) THE ACQUISITION
PRO FORMA FAIRLY PRESENTS THE FINANCIAL CONDITION OF HOLDINGS (ON A CONSOLIDATED
BASIS) AS OF THE DATE THEREOF AFTER GIVING EFFECT TO THE ACQUISITION; (Y) THE
ACQUISITION PROJECTIONS ARE REASONABLE ESTIMATES OF THE FUTURE FINANCIAL
PERFORMANCE OF HOLDINGS (ON A CONSOLIDATED BASIS) SUBSEQUENT TO THE DATE THEREOF
BASED UPON THE HISTORICAL PERFORMANCE OF HOLDINGS, BORROWER AND THE QUALIFIED
TARGET AND SHOW THAT HOLDINGS (ON A CONSOLIDATED BASIS) SHALL CONTINUE TO BE IN
COMPLIANCE WITH THE FIXED CHARGE COVERAGE RATIO SET FORTH IN ANNEX G FOR THE
2-YEAR PERIOD THEREAFTER; AND (Z) HOLDINGS AND BORROWER HAVE COMPLETED THEIR DUE
DILIGENCE INVESTIGATION WITH RESPECT TO THE QUALIFIED TARGET AND SUCH PERMITTED
ACQUISITION; AND
(D)
A CERTIFICATE IN THE FORM OF EXHIBIT 6.1 (THE
"ACQUISITION COMPLIANCE CERTIFICATE") SHOWING COMPLIANCE WITH THE TERMS AND
PROVISION OF CLAUSES (C) AND (D) OF SECTION 6.1(B)(IV), AND A DESIGNATION OF
ASSETS, IF ANY, IN ACCORDANCE WITH SECTION 6.8(D) WITH RESPECT TO SUCH
ACQUISITION.
Notwithstanding the foregoing, the Accounts and Inventory of the Qualified
Target shall not be included in Eligible Accounts and Eligible Inventory until a
field audit of Qualified Target has been satisfactorily completed, including the
establishment of Reserves required in Agent's reasonable credit judgment to
address the incrementally adverse effect of laws applicable to a Qualified
Target located outside of the United States of America.
6.2
INVESTMENTS; LOANS AND ADVANCES.
EXCEPT AS
OTHERWISE EXPRESSLY PERMITTED BY THIS SECTION 6, SUCH CREDIT PARTY SHALL NOT
MAKE OR PERMIT TO EXIST ANY INVESTMENT IN, OR MAKE, ACCRUE OR PERMIT TO EXIST
LOANS OR ADVANCES OF MONEY TO, ANY PERSON, THROUGH THE DIRECT OR INDIRECT
LENDING OF MONEY, HOLDING OF SECURITIES OR OTHERWISE, EXCEPT THAT:
(A) BORROWER
AND CREDIT PARTIES MAY HOLD INVESTMENTS COMPRISED OF NOTES PAYABLE, OR STOCK OR
OTHER SECURITIES ISSUED BY ACCOUNT DEBTORS TO BORROWER PURSUANT TO NEGOTIATED
AGREEMENTS WITH RESPECT TO SETTLEMENT OF SUCH ACCOUNT DEBTOR'S ACCOUNTS IN THE
ORDINARY COURSE OF BUSINESS; (B) EACH