(OR COMPARABLE GOVERNING BOARD) OF
LOUD, ITS SUBSIDIARIES AND THE TARGET AUTHORIZING SUCH PERMITTED ACQUISITION AND
THE GRANTING OF LIENS DESCRIBED HEREIN, (B) LEGAL OPINIONS IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT, AND (C) EVIDENCE OF INSURANCE OF
THE BUSINESS TO BE ACQUIRED CONSISTENT WITH THE REQUIREMENTS OF SECTION 4.4) AS
MAY BE REASONABLY REQUIRED BY ADMINISTRATIVE AGENT IN CONNECTION THEREWITH;
(VIII)
THE SUM OF ALL AMOUNTS PAYABLE IN CONNECTION WITH ANY PERMITTED
ACQUISITION (INCLUDING ALL TRANSACTION COSTS, ALL DEBT, ALL LIABILITIES AND
CONTINGENT OBLIGATIONS ASSUMED AND THE MAXIMUM AMOUNT OF ANY EARN-OUT OR
COMPARABLE CONTINGENT PAYMENT OBLIGATION IN CONNECTION THEREWITH (WHETHER OR NOT
ANY OF THE FOREGOING IS REFLECTED ON LOUD'S CONSOLIDATED BALANCE SHEET) AND THE
FAIR MARKET VALUE OF PROPERTY TRANSFERRED, BUT EXCLUDING THE AMOUNT OF ANY
CAPITAL STOCK OF LOUD SOLD OR TRANSFERRED TO FINANCE PERMITTED ACQUISITIONS),
SHALL NOT EXCEED (A) $2,500,000 IN ANY FISCAL YEAR AND (B) $5,000,000 FROM AND
FOLLOWING THE CLOSING DATE;
(IX)
ANY EARN-OUTS OR OTHER COMPARABLE CONTINGENT PAYMENT OBLIGATIONS
INCURRED BY THE CREDIT PARTIES IN CONNECTION WITH SUCH PERMITTED ACQUISITION
SHALL CONTAIN A STATED MAXIMUM PAYMENT AMOUNT, THE SUM OF WHICH SHALL NOT EXCEED
FIFTY PERCENT (50%) OF THE AMOUNTS DESCRIBED IN THE PRECEDING CLAUSE (VIII) WITH
RESPECT TO SUCH PERMITTED ACQUISITION;
(X)
THE TARGET SHALL NOT HAVE INCURRED AN OPERATING LOSS FOR THE
TRAILING TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE PERMITTED ACQUISITION, AS
DETERMINED BASED UPON THE TARGET'S FINANCIAL STATEMENTS FOR ITS MOST RECENTLY
COMPLETED FISCAL YEAR AND ITS MOST RECENT INTERIM FINANCIAL PERIOD COMPLETED
WITHIN SIXTY (60) DAYS PRIOR TO THE DATE OF CONSUMMATION OF SUCH PERMITTED
ACQUISITION;
(XI)
ON OR PRIOR TO THE DATE OF SUCH PERMITTED ACQUISITION,
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT, (A) COPIES OF THE ACQUISITION AGREEMENT
AND RELATED AGREEMENTS AND INSTRUMENTS, AND ALL OPINIONS, CERTIFICATES, LIEN
SEARCH RESULTS AND OTHER DOCUMENTS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT
AND (B) AMENDMENTS TO THE SCHEDULES, TO THE EXTENT NECESSARY TO MAKE THE
REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AFTER GIVING EFFECT TO THE CONSUMMATION OF SUCH PERMITTED
ACQUISITION;
79
(XII)
AT THE TIME OF SUCH PERMITTED ACQUISITION AND AFTER GIVING EFFECT
THERETO, NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING; AND
(XIII)
AT THE TIME OF SUCH PERMITTED ACQUISITION AND AFTER GIVING EFFECT
THERETO, THE AGGREGATE AMOUNT OF ADDITIONAL REVOLVING LOANS AVAILABLE TO
BORROWERS PURSUANT TO THE TERMS OF THIS AGREEMENT SHALL BE NOT LESS THAN
$5,000,000.
SECTION 5.9
TRANSACTIONS WITH AFFILIATES.
Except (i) as expressly permitted by the Financing Documents, (ii) as otherwise
disclosed on Schedule 5.9, and (iii) for transactions entered into with
portfolio companies of Investor (or which are otherwise disclosed to
Administrative Agent in advance of being entered into) and which in either such
case contain terms that are no less favorable to the applicable Borrower or any
Subsidiary, as the case may be, than those which would reasonably be obtained
from