PRIOR TO OR SUBSTANTIALLY CONCURRENTLY WITH THE MAKING OF THE
INITIAL LOANS HEREUNDER, THE BGS ACQUISITION SHALL HAVE BEEN CONSUMMATED IN
ACCORDANCE WITH THE TERMS OF THE BGS ASSET PURCHASE AGREEMENT AND ALL OTHER
APPLICABLE DOCUMENTATION AND IN COMPLIANCE WITH ALL APPLICABLE LAW AND
REGULATORY APPROVALS, WITHOUT ANY AMENDMENT OR WAIVER OF ANY MATERIAL CONDITION
OR OTHER PROVISION THEREOF EXCEPT AS APPROVED BY THE ADMINISTRATIVE AGENT.
(G)
THE ADMINISTRATIVE AGENT SHALL BE SATISFIED
THAT (I) THE AGGREGATE PURCHASE PRICE FOR THE BGS ACQUISITION WILL NOT EXCEED
$93,000,000 (WITHOUT TAKING INTO ACCOUNT ANY ASSUMED LIABILITIES OR POST-CLOSING
WORKING CAPITAL ADJUSTMENT TO THE PURCHASE PRICE), AND (II) AGGREGATE FEES AND
EXPENSES PAYABLE BY OR ON BEHALF OF THE BORROWER IN CONNECTION WITH THE BGS
ACQUISITION AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED $7,000,000.
60
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE OF A FINANCIAL OFFICER OF THE BORROWER SATISFACTORY TO IT,
DEMONSTRATING THAT THE CONSUMMATION BY THE BORROWER OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THE MAKING OF THE INITIAL LOANS HEREUNDER ON THE CLOSING
DATE WILL BE PERMITTED UNDER SECTION 4.03 OF THE SENIOR SUBORDINATED NOTE
INDENTURE.
(I)
CONCURRENTLY WITH THE MAKING OF THE
INITIAL LOANS HEREUNDER, (I) ALL PRINCIPAL, INTEREST AND OTHER AMOUNTS
OUTSTANDING UNDER THE BORROWER'S EXISTING SENIOR BANK CREDIT FACILITIES (THE
"EXISTING SENIOR BANK FACILITIES") SHALL BE REPAID AND SATISFIED IN FULL AND ALL
GUARANTEES BY THE CREDIT PARTIES RELATING THERETO EXTINGUISHED, (II) ALL
COMMITMENTS TO EXTEND CREDIT UNDER THE AGREEMENTS AND INSTRUMENTS RELATING TO
THE EXISTING SENIOR BANK FACILITIES SHALL BE TERMINATED, AND (III) ANY LIENS
SECURING THE EXISTING SENIOR BANK FACILITIES SHALL BE RELEASED AND ANY RELATED
FILINGS (INCLUDING UCC FINANCING STATEMENTS, MORTGAGES, AND INTELLECTUAL
PROPERTY FILINGS) TERMINATED OF RECORD (OR ARRANGEMENTS SATISFACTORY TO THE
ADMINISTRATIVE AGENT MADE THEREFOR), AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EVIDENCE OF THE FOREGOING SATISFACTORY TO IT.
(J)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED CERTIFIED REPORTS FROM AN INDEPENDENT SEARCH SERVICE SATISFACTORY TO IT
LISTING ANY JUDGMENT OR TAX LIEN FILING OR UNIFORM COMMERCIAL CODE FINANCING
STATEMENT THAT NAMES ANY CREDIT PARTY AS DEBTOR IN ANY OF THE JURISDICTIONS
LISTED BENEATH ITS NAME ON ANNEX B TO THE SECURITY AGREEMENT, AS WELL AS LIEN
SEARCH RESULTS WITH RESPECT TO FOREIGN SUBSIDIARIES IN THEIR JURISDICTION OF
ORGANIZATION (TO THE EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT) AND LIEN
SEARCH RESULTS WITH RESPECT TO THE SELLERS OF THE BGS BUSINESS IN SUCH
JURISDICTIONS AS SHALL HAVE BEEN REQUESTED BY THE ADMINISTRATIVE AGENT, AND THE
RESULTS THEREOF SHALL BE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(K)
WITH RESPECT TO THE "PURCHASED ASSETS" (AS
DEFINED IN THE BGS ASSET PURCHASE AGREEMENT), THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED SUCH LIEN RELEASES (INCLUDING A LIEN RELEASE LETTER OR OTHER
AGREEMENT AND UCC-3 FINANCING STATEMENT PARTIAL RELEASES) FROM THE LENDERS UNDER
ORTHOLOGIC'S SENIOR BANK CREDIT FACILITY (OR THE AGENT THEREUNDER ON THEIR
BEHALF) AS IT MAY HAVE REQUESTED.
(L)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT ALL FILINGS,