4.11 HAVE BEEN SATISFIED;
(III)
ENGAGE OR ENTER INTO ANY AGREEMENT TO ENGAGE IN ANY JOINT VENTURE
OR PARTNERSHIP WITH ANY OTHER PERSON; OR
(IV)
ACQUIRE OR OWN OR ENTER INTO ANY AGREEMENT TO ACQUIRE OR OWN ANY
INVESTMENT IN ANY PERSON OTHER THAN:
(A)
INVESTMENTS EXISTING ON THE DATE OF THIS AGREEMENT AND SET FORTH ON
SCHEDULE 5.8;
(B)
CASH EQUIVALENTS;
(C)
INVESTMENTS IN THE CAPITAL STOCK OF ANY WHOLLY-OWNED DOMESTIC
SUBSIDIARY EXISTING AS OF THE DATE HEREOF OR OTHERWISE FORMED OR ORGANIZED IN
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND SO LONG AS (X) BORROWER HAS
PLEDGED TO ADMINISTRATIVE AGENT ALL OF THE OUTSTANDING CAPITAL STOCK OF ANY SUCH
DOMESTIC SUBSIDIARY, (Y) ANY SUCH SUBSIDIARY HAS GUARANTEED THE OBLIGATIONS AND
SECURED SUCH GUARANTEE BY GRANTING IN FAVOR OF ADMINISTRATIVE AGENT, FOR ITS
BENEFIT AND THE BENEFIT OF LENDERS, A LIEN ON ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS TO THE EXTENT REQUIRED BY THE PROVISIONS OF SECTION 4.11 AND (Z) BORROWER
HAS OTHERWISE COMPLIED WITH THE PROVISIONS OF SECTION 4.11;
(D)
BANK DEPOSITS ESTABLISHED IN ACCORDANCE WITH SECTION 5.17;
(E)
INVESTMENTS IN SECURITIES OF ACCOUNT DEBTORS RECEIVED PURSUANT TO
ANY PLAN OF REORGANIZATION OR SIMILAR ARRANGEMENT UPON THE BANKRUPTCY OR
INSOLVENCY OF SUCH ACCOUNT DEBTORS;
(F)
INVESTMENTS IN THE FORM OF SWAP CONTRACTS PERMITTED UNDER
SECTION 5.3(C); AND
(G)
LOANS TO OFFICERS AND EMPLOYEES IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $1,000,000 AT ANY TIME OUTSTANDING; AND
(B)
PERMITTED ACQUISITIONS.
NOTWITHSTANDING THE FOREGOING, BORROWER
MAY ACQUIRE, OR MAY CAUSE A WHOLLY-OWNED DOMESTIC SUBSIDIARY TO ACQUIRE, ALL OR
SUBSTANTIALLY ALL OF THE ASSETS, OR ALL (BUT NOT LESS THAN ALL) OF THE CAPITAL
STOCK, OF ANY PERSON (THE "TARGET") (IN EACH CASE, A "PERMITTED ACQUISITION")
WITH THE PRIOR WRITTEN APPROVAL OF REQUIRED LENDERS OR SUBJECT TO THE
SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS:
61
(I)
UNLESS ADMINISTRATIVE AGENT AGREES OTHERWISE, ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED NOT LESS THAN 20 DAYS' PRIOR NOTICE OF SUCH PROPOSED
PERMITTED ACQUISITION, WHICH NOTICE SHALL INCLUDE A DUE DILIGENCE PACKAGE
INCLUDING THE FOLLOWING MATERIALS, EACH IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT:
(A)
COPIES OF THE TARGET'S TWO MOST RECENT ANNUAL INCOME STATEMENTS AND
BALANCE SHEETS, TOGETHER WITH THE AUDIT OPINIONS THEREON, IF ANY, OF THE
TARGET'S INDEPENDENT ACCOUNTANTS, TOGETHER WITH AVAILABLE INTERIM FINANCIAL
STATEMENTS, (B) A GENERAL DESCRIPTION OF THE BUSINESS TO BE ACQUIRED, (C) A
SUMMARY OF PENDING AND KNOWN THREATENED LITIGATION ADVERSELY AFFECTING THE
BUSINESS OR ASSETS TO BE ACQUIRED, (D) A DESCRIPTION OF THE METHOD OF FINANCING
SUCH ACQUISITION, INCLUDING SOURCES AND USES, (E) A LISTING OF LOCATIONS OF ALL
PERSONAL AND REAL PROPERTY TO BE ACQUIRED, (F) ALL MATERIAL AGREEMENTS TO BE
ASSUMED OR ACQUIRED, (G) IF THE TARGET OWNS OR LEASES, OR IF THE ASSETS TO BE
ACQUIRED INCLUDES, ANY REAL PROPERTY AND IF REQUESTED BY ADMINISTRATIVE AGENT IN
ITS COMMERCIALLY REASONABLE DISCRETION, ENVIRONMENTAL REPORTS AND RELATED
INFORMATION REGARDING ANY SUCH PROPERTY OWNED, LEASED OR OTHERWISE USED (OTHER
THAN LEASED PROPERTY USED