TERMS OF PAYMENT OF SUCH PURCHASE PRICE), (D) A SUMMARY OF
THE DUE DILIGENCE UNDERTAKEN BY BORROWERS IN CONNECTION WITH SUCH ACQUISITION,
AND (E) FINANCIAL STATEMENTS OF THE ACQUIRED BUSINESS REASONABLY SATISFACTORY TO
LENDER,
(II)
THE ACQUIRED BUSINESS SHALL BE AN OPERATING COMPANY THAT
ENGAGES IN A LINE OF BUSINESS SUBSTANTIALLY SIMILAR TO A BUSINESS THAT BORROWERS
ARE ENGAGED IN ON DATE HEREOF,
(III)
THE AGGREGATE CONSIDERATION PAID FOR OR IN CONNECTION WITH ALL
ACQUISITIONS UNDER THIS CLAUSE (I) SHALL NOT EXCEED $5,500,000 DURING THE TERM
OF THIS AGREEMENT,
(IV)
LENDER SHALL HAVE RECEIVED: (A) THE MOST RECENT ANNUAL AND INTERIM
FINANCIAL STATEMENTS WITH RESPECT TO THE ACQUIRED BUSINESS AND RELATED
STATEMENTS OF INCOME AND
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CASH FLOWS SHOWING POSITIVE CASH FLOWS FOR THE IMMEDIATELY PRECEDING FISCAL YEAR
OF SUCH ACQUIRED BUSINESS, (B) DETAILED FORECASTS OF CASH FLOWS FOR THE ACQUIRED
BUSINESS FORECASTING POSITIVE FUTURE CASH FLOWS, (C) DETAILED PROJECTIONS FOR
PARENT AND ITS SUBSIDIARIES THROUGH THE MATURITY DATE GIVING PRO FORMA EFFECT TO
SUCH ACQUISITION, BASED ON ASSUMPTIONS REASONABLY SATISFACTORY TO LENDER AND
DEMONSTRATING PRO FORMA COMPLIANCE WITH ALL FINANCIAL COVENANTS SET FORTH IN
THIS AGREEMENT, PREPARED IN GOOD FAITH AN IN A MANNER AND USING SUCH METHODOLOGY
AS IS CONSISTENT WITH THE MOST RECENT FINANCIAL STATEMENTS DELIVERED TO LENDER
PURSUANT TO SECTION 9.6(A)(I) AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO LENDER AND (D) CURRENT, UPDATED PROJECTIONS OF THE AMOUNT OF THE BORROWING
BASE AND EXCESS AVAILABILITY FOR THE TWELVE (12) MONTH PERIOD AFTER THE DATE OF
SUCH ACQUISITION, IN A FORM REASONABLY SATISFACTORY TO LENDER, REPRESENTING
BORROWERS' REASONABLE BEST ESTIMATE OF THE FUTURE BORROWING BASE AND EXCESS
AVAILABILITY FOR THE PERIOD SET FORTH THEREIN AS OF THE DATE NOT MORE THAN TEN
(10) DAYS PRIOR TO THE DATE OF SUCH ACQUISITION, WHICH PROJECTIONS SHALL HAVE
BEEN PREPARED ON THE BASIS OF THE ASSUMPTIONS SET FORTH THEREIN WHICH BORROWERS
BELIEVE ARE FAIR AND REASONABLE AS OF THE DATE OF PREPARATION IN LIGHT OF
CURRENT AND REASONABLY FORESEEABLE BUSINESS CONDITIONS AND WHICH PROJECTIONS
SHALL SHOW AMOUNTS OF EXCESS AVAILABILITY REASONABLY SATISFACTORY TO LENDER,
(V)
IF LENDER SO ELECTS, LENDER SHALL HAVE RECEIVED AN APPRAISAL OF
THE INVENTORY OF THE ACQUIRED BUSINESS AND SUCH OTHER ASSETS OF THE ACQUIRED
BUSINESS AS LENDER MAY SPECIFY, IN EACH CASE IN FORM AND CONTAINING ASSUMPTIONS
AND APPRAISAL METHODS SATISFACTORY TO LENDER BY AN APPRAISER REASONABLY
ACCEPTABLE TO LENDER, ON WHICH LENDER IS EXPRESSLY PERMITTED TO RELY,
(VI)
IF LENDER SO ELECTS, LENDER SHALL HAVE COMPLETED A FIELD
EXAMINATION WITH RESPECT TO THE BUSINESS AND ASSETS OF THE ACQUIRED BUSINESS IN
ACCORDANCE WITH LENDER'S CUSTOMARY PROCEDURES AND PRACTICES AND AS OTHERWISE
REASONABLY REQUIRED BY THE NATURE AND CIRCUMSTANCES OF THE BUSINESS OF THE
ACQUIRED BUSINESS, THE SCOPE AND RESULTS OF WHICH SHALL BE REASONABLY
SATISFACTORY TO LENDER AND ANY ACCOUNTS AND INVENTORY OF THE ACQUIRED BUSINESS
SHALL ONLY BE ELIGIBLE ACCOUNTS AND ELIGIBLE INVENTORY, RESPECTIVELY, TO THE
EXTENT LENDER HAS COMPLETED SUCH FIELD EXAMINATION WITH RESPECT THERETO AND THE
CRITERIA FOR ELIGIBLE ACCOUNTS