SUCH
INVESTMENT, IS A WHOLLY OWNED GUARANTOR;
(G)
IN ADDITION TO INVESTMENTS OTHERWISE
EXPRESSLY PERMITTED BY THIS SECTION, INVESTMENTS BY THE BORROWER OR ANY OF ITS
WHOLLY OWNED SUBSIDIARIES CONSTITUTING ACQUISITIONS OF PERSONS OR ONGOING
BUSINESSES ENGAGED PRIMARILY IN ONE OR MORE LINES OF BUSINESSES PERMITTED UNDER
SECTION 7.15 ("PERMITTED ACQUISITIONS"); PROVIDED THAT:
(I)
IMMEDIATELY PRIOR TO AND AFTER GIVING
EFFECT TO ANY SUCH PERMITTED ACQUISITION, NO DEFAULT OR EVENT OF DEFAULT SHALL
EXIST AND BE CONTINUING AND THE BORROWER SHALL HAVE CERTIFIED SAME TO THE
ADMINISTRATIVE AGENT IN WRITING;
(II)
IF SUCH PERMITTED ACQUISITION IS
STRUCTURED AS A STOCK ACQUISITION, OR A MERGER OR CONSOLIDATION, THEN EITHER
(A) THE PERSON SO ACQUIRED BECOMES A WHOLLY OWNED SUBSIDIARY OR (B) SUCH PERSON
IS MERGED WITH AND INTO EITHER THE BORROWER OR A WHOLLY OWNED SUBSIDIARY OF THE
BORROWER (WITH THE BORROWER OR SUCH WHOLLY OWNED SUBSIDIARY BEING THE SURVIVING
CORPORATION IN SUCH MERGER);
(III)
ALL OF THE PROVISIONS OF SECTION 6.10 HAVE
BEEN OR WILL BE COMPLIED WITH IN ALL MATERIAL RESPECTS IN RESPECT OF SUCH
PERMITTED ACQUISITION;
(IV)
AFTER GIVING PRO FORMA EFFECT TO THE PROPOSED
PERMITTED ACQUISITION, THE BORROWER SHALL BE IN COMPLIANCE WITH THE FINANCIAL
COVENANTS SET FORTH IN SECTION 7.1;
(V)
THE CONSIDERATION FOR SUCH PERMITTED
ACQUISITION (OTHER THAN CONSIDERATION CONSISTING OF CAPITAL STOCK OF THE
BORROWER) SHALL NOT EXCEED (A) WITH RESPECT TO ANY PERMITTED ACQUISITION
CONSUMMATED AT ANY TIME PRIOR TO THE FINANCIAL REPORTING COMPLIANCE DATE,
$50,000,000, IN THE AGGREGATE PRIOR TO THE FINANCIAL REPORTING COMPLIANCE DATE,
PLUS ANY CASH PROCEEDS OF EXCLUDED EQUITY ISSUANCES, BUT NO PERMITTED
ACQUISITION SHALL BE MADE FOR ANY CONSIDERATION (OTHER THAN CAPITAL STOCK OF THE
BORROWER) UNTIL THE RESTATEMENT WITH RESPECT TO THE BORROWER'S AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003 HAS BEEN COMPLETED AND
SUCH AUDITED FINANCIAL STATEMENTS HAVE BEEN REPORTED ON WITHOUT A "GOING
CONCERN" OR LIKE QUALIFICATION OR EXCEPTION ARISING OUT OF THE SCOPE OF THE
AUDIT BY KPMG LLP AND ARE NOT THEN SUBJECT TO ANY ADDITIONAL REVIEW BY KPMG LLP,
AND (B) WITH RESPECT TO ANY PERMITTED ACQUISITION CONSUMMATED ON OR AFTER
FINANCIAL REPORTING COMPLIANCE DATE,
80
$50,000,000, IN THE AGGREGATE FOR ANY FISCAL YEAR, PLUS ANY CASH CONSIDERATION
ARISING FROM EXCLUDED EQUITY ISSUANCES; AND
(VI)
ANY STOCK REPURCHASES PERMITTED UNDER
SECTION 7.6 AND ANY PURCHASES OF INDEBTEDNESS NOT RESTRICTED BY SECTION 7.9;
(H)
INVESTMENTS BY THE LOAN PARTIES IN ANY
FOREIGN SUBSIDIARY OR ANY JOINT VENTURE (REGARDLESS OF THE TYPE OF ENTITY USED
TO FORM SUCH JOINT VENTURE) FORMED TO OPERATE OR PROVIDE SERVICES IN A
JURISDICTION OUTSIDE OF THE UNITED STATES; PROVIDED THAT THE AGGREGATE AMOUNT OF
SUCH INVESTMENTS AFTER THE DATE HEREOF, TOGETHER WITH THE AGGREGATE AMOUNT OF
GUARANTEE OBLIGATIONS WITH RESPECT TO FOREIGN SUBSIDIARIES PERMITTED BY
SECTION 7.2(E), INDEBTEDNESS OF FOREIGN SUBSIDIARIES PERMITTED BY THE PROVISO IN
SECTION 7.2(K) AND THE BOOK VALUE OF ASSETS OF ANY LOAN PARTY LOCATED OUTSIDE OF
THE UNITED STATES, SHALL NOT AT ANY TIME EXCEED $25,000,000 PER FISCAL