LOCATION WHERE THE
BOOKS AND RECORDS OF THE LOAN PARTIES ARE LOCATED; AND
(XI)
INSURANCE CERTIFICATES IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT NAMING THE ADMINISTRATIVE AGENT AS
ADDITIONAL INSURED OR LOSS PAYEE, AS REQUIRED BY SECTION 7.5.
(B)
FEE AND EXPENSES.
THERE SHALL HAVE BEEN PAID TO THE
ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE ADMINISTRATIVE AGENT, ITS RELATED
PERSONS, ANY L/C ISSUER OR ANY LENDER, AS THE CASE MAY BE, ALL FEES AND ALL
REIMBURSEMENTS OF COSTS OR EXPENSES, IN EACH CASE DUE AND PAYABLE UNDER ANY LOAN
DOCUMENT ON OR BEFORE THE CLOSING DATE AND, IN THE CASE OF THE REIMBURSEMENT OF
COSTS AND EXPENSES, INVOICED PRIOR TO THE CLOSING DATE.
(C)
RELATED TRANSACTIONS. SUBJECT ONLY TO THE FUNDING OF THE
INITIAL LOANS HEREUNDER AND THE USE OF PROCEEDS THEREOF, (I) AS CERTIFIED TO THE
ADMINISTRATIVE AGENT, ALL CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE
ACQUISITION SET FORTH IN THE ACQUISITION AGREEMENT HAVE BEEN SATISFIED (WITHOUT
ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY CONDITION THAT WOULD BE MATERIALLY
ADVERSE TO THE LENDERS WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT, AND THE
ACQUISITION SHALL HAVE BEEN CONSUMMATED IN MATERIAL COMPLIANCE WITH THE TERMS OF
THE ACQUISITION AGREEMENT (WITHOUT ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY
OF THE PROVISIONS THEREOF THAT WOULD BE MATERIALLY ADVERSE TO THE LENDERS
WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT) AND ALL REQUIREMENTS OF LAW,
(II) THE BORROWER SHALL HAVE ACQUIRED THE ACQUIRED BUSINESS, (III) ALL
OBLIGATIONS DUE UNDER THE EXISTING CREDIT AGREEMENT WILL HAVE BEEN REPAID IN
FULL AND THE EXISTING CREDIT AGREEMENT AND ALL COMMITMENTS TO EXTEND CREDIT
THEREUNDER SHALL HAVE BEEN TERMINATED, AS EVIDENCED BY A PAYOFF LETTER DULY
EXECUTED AND DELIVERED BY THE BORROWER AND THE EXISTING AGENT AND (IV) THE
SUBORDINATED NOTE SHALL HAVE BEEN ISSUED.
THE ADMINISTRATIVE AGENT SHALL BE
REASONABLY SATISFIED WITH ANY SUPPLEMENTS, AMENDMENTS OR OTHER MODIFICATIONS TO
THE SCHEDULES TO THE ACQUISITION AGREEMENT, IN EACH CASE TO THE EXTENT SUCH
SUPPLEMENT, AMENDMENT OR MODIFICATION WOULD BE MATERIALLY ADVERSE TO THE
ADMINISTRATIVE AGENT OR THE LENDERS AND IN ANY EVENT SHALL HAVE REVIEWED AND BE
REASONABLY SATISFIED WITH ANY CONTRACTS BEING ACQUIRED OR LIABILITIES BEING
ASSUMED WHICH ARE IDENTIFIED IN ANY SUPPLEMENTED, AMENDED OR OTHERWISE MODIFIED
SCHEDULES.
(D)
ASSUMPTION OF LIABILITIES.
THE GROUP MEMBERS SHALL NOT HAVE
ASSUMED MORE THAN $4,000,000 OF THE SPHERIS INDIA PAYABLE (AS DEFINED IN THE
ACQUISITION AGREEMENT) IN CONNECTION WITH THE ACQUISITION.
(E)
OUTSTANDING INDEBTEDNESS.
AFTER GIVING EFFECT TO THE RELATED
TRANSACTIONS, THE GROUP MEMBERS SHALL HAVE NO INDEBTEDNESS AS OF THE CLOSING
DATE OTHER THAN (I) INDEBTEDNESS INCURRED UNDER THIS AGREEMENT, (II) THE
SUBORDINATED NOTE AND (III) UP TO $5,000,000 OF OTHER INDEBTEDNESS EXISTING
PRIOR THE CLOSING DATE AND NOT INCURRED IN CONNECTION WITH THE RELATED
TRANSACTIONS.
67
(F)
MINIMUM CONSOLIDATED EBITDA; MINIMUM LIQUIDITY.
CONSOLIDATED
EBITDA OF HOLDINGS, MEASURED ON A PRO FORMA BASIS AFTER GIVING EFFECT TO THE
ACQUISITION, FOR THE TWELVE MONTH PERIOD ENDED AS OF FEBRUARY 28, 2010, IS AT
LEAST $75,000,000.
UNENCUMBERED