Common use of Acquisitions Clause in Contracts

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. (a) The Borrower will not, not consummate and will not permit any Subsidiary to, make of the Borrower to consummate any Acquisition unless such Acquisition satisfies all of the following conditionsconditions are satisfied: (i) (x) at the time of both before and after giving effect to such Acquisition and immediately after giving effect theretothe Loans (if any) requested to be made in connection therewith, no Default or Event of Default exists or will exist or would result therefrom; (ii) as soon as available, but not less than ten (10) Business Days prior to such Acquisition, the Borrower or Subsidiary, as applicable, has provided to Agent a copy of the information provided to the board of directors (or a summary prepared by the chief financial officer in sufficient detail, in Agent's sole discretion, on Acquisitions less than $1,000,000) of the Borrower or Subsidiary making such Acquisition, together with a certificate of the Borrower or Subsidiary's chief financial officer attaching a forecast dated as of the date of such Acquisition, updated on a pro forma basis to give effect to such Acquisition and otherwise complying with SECTION 4.2(E); (iii) the aggregate cash purchase price paid in connection with such Acquisition does not exceed $10,000,000, and the aggregate cash purchase price paid in connection with all Acquisitions made after the Closing Date does not exceed $30,000,000; (iv) if such Acquisition is an Acquisition of the capital stock of a Person, the Acquisition is structured so that the acquired Person is organized under the laws of the United States or a State therein and shall have occurred become a Wholly-Owned Subsidiary of the Borrower (and a Subsidiary Guarantor pursuant to the terms of this Agreement) and if such Acquisition is an acquisition of assets, the Acquisition is structured so that the Borrower or a Wholly-Owned Subsidiary of the Borrower shall acquire such assets; (v) Borrower shall not, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could reasonably be continuing and expected, as of the date of such Acquisition, to result in the existence or occurrence of a Material Adverse Effect; (yvi) immediately after for the most recently completed financial statements based on the twelve month period ending less than forty-five days prior to such Acquisition, the Fixed Charge Coverage Ratio, without giving effect to such Acquisition, the Borrower is shall be in compliance with Section 6.3; (vii) on a Pro Forma Basis pro forma basis after giving effect to such Acquisition (for the twelve month period following such Acquisition), the Fixed Charge Coverage Ratio shall be in compliance with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available Section 6.3; and (and viii) the Borrower shall be deemed to have represented certify (and warranted provide the Agent with a pro forma calculation in form and substance reasonably satisfactory to the Administrative Agent) to the Agent and the Lenders that, after giving effect to the Acquisition, the difference between the Borrowing Base and the Aggregate Revolver Outstandings is not less than $10,000,000 on a pro forma basis including all consideration given in connection with such Acquisition, other than capital stock of the Borrower delivered to the seller(s) in such Acquisition, as having been paid in cash at the time of making such Acquisition. (b) Notwithstanding anything in this Agreement to the contrary, simultaneously with the closing of any Acquisition financed hereunder and within thirty (30) days following the closing of any other Acquisition, the Agent shall have been granted, for the benefit of Agent and the Lenders, at a first priority lien on and security interest in the time property of consummation the Target that is the subject of such Acquisition, that subject only to Permitted Liens, and shall have received, without limitation, (a) the foregoing clauses items described in subsection 2.1(d)(ii) and Section 4.12, and (b) duly executed UCC financing statements or amendments to existing financing statements with respect to such Target, in form and substance reasonably satisfactory to the Agent and which, upon filing, shall perfect the first priority security interest of the Agent, for the benefit of Agent and the Lenders, in such property. In the event owned Real Estate was acquired in connection with such Acquisition, the Agent shall have received, within thirty (30) days following the closing of any Acquisition, (x) in the case of owned Real Estate being acquired, a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with, in the case of owned Real Estate having a fair market value of at least $1,000,000 (if requested by the Agent), an ALTA lender's title insurance policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to the Agent insuring that the Mortgage is a valid and enforceable first priority lien on the respective property, free and clear of all defects, encumbrances and Liens except for Permitted Liens, (y) are true an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent, in form and correct);substance reasonably satisfactory to the Agent; and (z) a flood certification in form and substance reasonably satisfactory to the Agent. (c) Notwithstanding subsection (a) above, Borrower and its Subsidiaries may consummate Acquisitions without complying with subsection (a)(viii) above if (i) the aggregate cash purchase price paid in connection with each such Acquisition does not exceed $500,000, and (ii) at least five (5) Business Days before the aggregate cash purchase price paid in connection with all such Acquisitions during any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of calendar year does not exceed $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.101,500,000.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Make any Acquisition, provided that: (a) the Borrower will not, and will not permit any Subsidiary to, can make any an Acquisition unless such Acquisition that satisfies all of the following conditionsfollowing: (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other Property) exchanged for such Acquisition does not exceed $5,000,000; (ii) the ratio of: total consideration (including cash, stock, personal property, and other Property) equal exchanged for such Acquisition to or annual pre-tax income after GAAP adjustments less minority interest as reflected on the Acquisition Pro-Forma does not exceed 6.5 to 1.0; (iii) the aggregate number of Acquisitions in excess any rolling twelve (12) month period, commencing with the month of $30,000,000January, 1998, does not exceed ten (10); (iv) at least five (5) Business Days before such Acquisition, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Informational Package; and; (iiiv) simultaneously with the Acquisition, the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within 6.15 herein; and (vi) simultaneously with the time period required under Section 5.10Acquisition, the Borrower shall execute a Stock Pledge Agreement and shall deliver the securities described therein to Agent.” (b) the Borrower can make an Acquisition where the total consideration (including cash, stock, personal property, and other Property) exchanged for such Acquisition exceeds $5,000,000 only with the prior approval in writing of the Majority Lenders as evidenced by an Acquisition Approval Letter and satisfaction of the following conditions: (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety.at least fifteen (15) Business Days prior to the proposed Acquisition the Borrower delivers to Agent and Lenders the Acquisition Informational Package (it being understood that the Lenders shall use reasonable efforts to notify the Borrower within ten (10) Business Days after receipt of the Acquisition Informational Package of their decision to approve or disapprove the proposed Acquisition); (jii) The Credit Agreement is hereby amended if the Majority Lenders approve the Acquisition, then simultaneously with the Acquisition, the Borrower shall deliver to Agent the documentation and agreements required by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto.Section 6.15 herein; and (kiii) The Credit simultaneously with the Acquisition, the Borrower shall execute a Stock Pledge Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached heretoshall deliver the securities described therein to Agent.

Acquisitions. The Borrower will shall not, and will shall not permit ------------ any Subsidiary of Borrower to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition Acquisitions; provided, however, if immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default Default, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (i) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) Lenders shall have occurred received written notice at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Lender shall have received at least 10 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and be continuing and (y) immediately after giving effect to such the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof -------------- and the Administrative Lender for the benefit of the Lenders shall have a first priority Lien in such assets except for Liens permitted in clause (f) of the definition of Permitted Liens, (v) the aggregate consideration (exclusive of Equity in the Borrower is or any Subsidiary of the Borrower, but inclusive of any Indebtedness incurred or assumed by the Borrower or any Subsidiary of the Borrower) paid or given by the Borrower and/or Borrower's Subsidiaries during any calendar year in compliance on connection with Acquisitions shall not exceed $20,000,000 and (vi) at the Borrower's option, (A) such Subsidiary shall execute a Pro Forma Basis Subsidiary Guaranty of the Obligations and a Security Agreement granting a first priority Lien in all its assets of the types or classes included in the Collateral, except for Liens permitted in clause (f) of the definition of Permitted Liens, to secure the Obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with the financial covenants set forth actions described in Article VI recomputed as clause (A) above. Notwithstanding anything in this Section 7.6 or ----------- any other provision of this Agreement to the contrary, the aggregate amount of expenditures in respect of Acquisitions of, and Investments in, Subsidiaries of the last day of the most recently ended Fiscal Quarter for which financial statements Borrower that are available not Obligors shall not exceed (and the Borrower shall be deemed to have represented and warranted calculated immediately prior to the Administrative Agent and the Lenders, date of each such Investment or Acquisition) 5% of Net Worth at the any time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10outstanding.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and nor will not it suffer or permit any Subsidiary of its Subsidiaries to, make any Acquisition unless unless, after giving effect to such Acquisition satisfies all (the "SUBJECT ACQUISITION"), ALL of the following conditionsrequirements are satisfied: (a) during the 12-month period ending on the last day of the month prior to the closing of the subject Acquisition, the aggregate consideration paid (including, without limitation, Indebtedness for borrowed money incurred or assumed) for all Acquisitions during such period (including, on a pro forma basis, the subject Acquisition) does not exceed 50% of Consolidated Tangible Net Worth as of the last day of such period (including all Acquisitions during such period including, on a pro forma basis, the subject Acquisition); (b) the total consideration paid (including, without limitation, Indebtedness for borrowed money incurred or assumed, but excluding secured purchase money Indebtedness, including Capitalized Lease Obligations permitted under SECTION 7.02(D)) for any one Acquisition or series of related Acquisitions does not exceed $75,000,000; PROVIDED, HOWEVER, that the cash consideration and all Indebtedness incurred or assumed in any one Acquisition (excluding secured purchase money Indebtedness, including Capitalized Lease Obligations permitted under SECTION 7.02(D)) shall not exceed an amount equal to the SUM OF (i) $25,000,000, (xii) the net cash proceeds received from Dispositions (OTHER THAN Permitted Accounts Receivable Financing Facilities) within the prior 12 months (EXCLUDING any such proceeds counted towards prior Acquisitions), and (iii) the net cash proceeds received from any equity offering; (c) at the time of such any Acquisition and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Packagecontinuing; and (iiid) such Acquisitions are not opposed by the Borrower shall deliver board of directors or management of any Person or business to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10be acquired.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will Company shall not, and will shall not suffer or permit any Subsidiary to, make consummate any Acquisition or enter into any agreement for any Acquisition, other than the following ("Permitted Acquisitions"): (a) Any Acquisition which is funded by the issuance of additional equity by the Company or Permitted Subordinated Indebtedness and does not require the assumption of any Contingent Obligations which exceed $100,000 in the aggregate unless such Acquisition satisfies all Contingent Obligations can be quantified and included in the total consideration for such Acquisition, provided that at the time of the following conditions:-------- such Acquisition, no Default shall exist or shall result from such Acquisition; (b) Any Acquisition not covered by subsection 8.04(a), provided that -------- (i) (x) at the time of such Acquisition and immediately after giving effect theretoAcquisition, no Default shall exist or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to result from such Acquisition, and (ii) the Borrower is total consideration for such Acquisitions, including the cash paid, the current market value of any equity issued and any Indebtedness or Contingent Obligations assumed, does not exceed $2,500,000 in compliance on a Pro Forma Basis the aggregate in any fiscal year; and (c) Any Acquisition consummated at any time after May 31, 1999, in which the aggregate total consideration for all such Acquisitions, including the cash paid, the current market value of any equity issued and any Indebtedness or Contingent Obligations assumed, does not exceed 100% of the Excess Cash Flow generated in the prior fiscal years commencing with the financial covenants set forth in Article VI recomputed as fiscal year ending January 31, 1999, which is not required to be applied to Mandatory Prepayments or applied to optional prepayments under Section 2.06, provided that at the time -------- of Acquisition, (i) no Default shall exist or shall result from such Acquisition and (ii) the Total Indebtedness to EBITDA Ratio does not exceed 2.00:1.00, calculated on the basis of all Indebtedness of the last day of the most recently ended Fiscal Quarter for which financial statements are available (Company and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, its Subsidiaries outstanding at the time of consummation such Acquisition (including any Indebtedness assumed in the Acquisition) and the EBITDA of the Company and its Subsidiaries for the four fiscal quarters immediately preceding such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (xnon-hostile); (ii) the total consideration for the Acquisition shall not exceed $10,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during the term of this Agreement shall not exceed $30,000,000 in the aggregate (provided, however, that the acquisition of International Snubbing Services, Inc. and its affiliates shall not count against this $30,000,000 limit); (iv) the business and assets subject to the Acquisition shall be in the same line of business as the Borrower and its Subsidiaries; (v) the location of the corporate or company headquarters of the Person subject to the Acquisition shall be in the United States of America and less than a Substantial Portion of the assets of the Borrower and the Subsidiaries, taken as a whole after giving effect to the Acquisition, shall be located outside of the United States of America at any one time; (vi) at the time of such Acquisition and immediately after giving effect theretothe Acquisition, no Unmatured Default or Event of and no Default shall have occurred and exist; (vii) no Default shall exist as a result of the Acquisition; (viii) in the case of a merger, the Borrower or a Subsidiary of the Borrower shall be continuing and the surviving entity; (yix) immediately after giving effect to such following the Acquisition, the Borrower is and its Subsidiaries shall be in compliance on with all material applicable laws and regulations; (x) the Borrower and the affected Subsidiaries shall grant a Pro Forma Basis with security interest in the financial covenants set forth assets subject to the Acquisition similar in Article VI recomputed as nature to the Collateral and in the stock membership interest or partnership interest in any new Subsidiary in favor of the last day of Agent and the most recently ended Fiscal Quarter for Lenders in which financial statements are available the Borrower has invested more than $1,000,000; (and xi) the Borrower shall be deemed to have represented and warranted submit a legal opinion with respect to the Administrative Agent Acquisition to the Agent, in form and substance reasonably satisfactory to the Lendersagent; (xii) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition; and (xiii) based on pro forma financial statements, the Leverage Ratio immediately following the Acquisition shall be at least 0.375 below the maximum Leverage Ratio required by this Agreement at the time of consummation the Acquisition. If the Borrower desires a waiver or modification of such any of the foregoing conditions in the case of a particular Acquisition, that approval of the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before Required Lenders must be obtained; any Acquisition approval of a waiver or modification of a condition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal particular Acquisition shall not apply to or in excess of $30,000,000, be binding on the Borrower delivers Lenders with respect to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10any subsequent Acquisition.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition Acquisitions; provided, however, if immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default Default, the Borrower or any of its Subsidiaries may make Acquisitions so long as (a) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (b) if the Acquisition Consideration for such Acquisition is greater than or equal to $25,000,000, the Lenders shall have occurred received written notice thereof at least 5 Business Days prior to the date of such Acquisition, together with a Compliance Certificate setting forth the covenant calculations both immediately prior to and be continuing and (y) immediately after giving effect to such the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that the Borrower is in compliance on a Pro Forma Basis with projects to be eliminated by such proposed Acquisition, (c) the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower assets, property or business acquired shall be deemed primarily in the business described in Section 4.1(d) hereof, (d) if such Acquisition results in a Subsidiary which is to have represented be a Guarantor, (i) such Subsidiary shall execute a Subsidiary Guaranty and warranted to (ii) the Administrative Agent on behalf of the Lenders shall receive such board resolutions, officer's certificates and opinions of counsel as the Lenders, at the time of consummation of Administrative Agent shall reasonably request in connection with such Acquisition; and (e) the aggregate Acquisition Consideration for all Non-Guarantors, that the foregoing clauses together with Investments in Non-Guarantors (xcalculated as provided in Section 7.4(f) hereof) and other Investments (ycalculated as provided in Section 7.4(g) are true and correct); hereof) pursuant to Section 7.4(g) hereof, shall not exceed an amount equal to the sum of (i) $7,000,000 plus (ii) 10% of Net Worth at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10time.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Except as otherwise specifically permitted hereunder, the Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make in one or more transactions, any Acquisition, PROVIDED, HOWEVER, that Acquisitions shall be allowed subject to the following limitations: (A) the aggregate Acquisition Consideration for all Acquisitions after the Closing Date, together with Investments permitted under Section 7.6(f) hereof, shall not exceed the sum of the amount of any proceeds received from the sale or other disposition of any Permitted Investment plus, from and after such time as the Total Debt to EBITD Ratio is less than 4.5 to 1.0, $50,000,000, or, from and after such time as the Total Debt to EBITD Ratio is less than 4.0 to 1.0, $75,000,000, or, from and after such time as the Total Debt to EBITD Ratio is less than 3.5 to 1.0, $100,000,000; (B) the Borrower shall, promptly upon committing to make any Acquisition unless for which the Acquisition Consideration therefor exceeds $5,000,000, at least five Business Days prior to making such Acquisition, give the Administrative Agent notice of such Acquisition, including all relevant details regarding such Acquisition; (C) no such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition and immediately after giving effect theretoshall be permitted if, no Default prior to or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, a Default or Event of Default shall occur and be continuing; (D) any such Acquisition which consists of general partnership interests shall only be made through a Subsidiary of the Borrower which owns no assets other than such general partnership interests; and (E) unless such Subsidiary is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as an Excluded Subsidiary, all of the last day outstanding Stock of the most recently ended Fiscal Quarter for which financial statements are available (and such Subsidiary is directly or indirectly owned by the Borrower shall be deemed to have represented and warranted pledged to the Administrative Collateral Agent pursuant to the Pledge Agreement and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for Subsidiary executes a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Subsidiary Guaranty.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Restricted Subsidiary of the Borrower to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition Acquisitions; provided, however, if immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default Default, the Borrower or any Restricted Subsidiary of the Borrower may make Acquisitions so long as (i) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) Lenders shall have occurred received written notice at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Agent shall have received at least 5 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations on a pro forma basis (after giving effect to such Acquisition and be continuing the cost and (yexpense savings related thereto) immediately after giving effect to such the proposed Acquisition, (iv) the Borrower is assets, property or business acquired shall be in compliance on the business described in SECTION 4.1(d) hereof, (v) if such Acquisition results in a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as Restricted Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the last day Obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to counsel as the Administrative Agent shall reasonably request in connection with the actions described in clause (A) above, and (vi) if such Acquisition results in a Foreign Restricted Subsidiary, (A) 65% of such Subsidiary's Equity Interests shall be pledged to secure the obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request with clause (A) immediately preceding. Notwithstanding anything in this SECTION 7.6 or any other provision of this Agreement to the contrary, (a) Acquisition Consideration for Acquisitions during any fiscal year may not exceed $10,000,00 in aggregate amount (excluding the Acquisition described in SCHEDULE 5 hereto), and (b) the aggregate amount of expenditures in respect of Acquisitions of, and Investments in, Unrestricted Subsidiaries by the Borrower and the Lenders, at Restricted Subsidiaries after the time of consummation of such Acquisition, that Agreement Date shall not exceed the foregoing clauses (xamount permitted by SECTION 7.3(f) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10hereof.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition Acquisition; provided, however, if immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such AcquisitionDefault, the Borrower is in compliance on a Pro Forma Basis with or any Restricted Subsidiary may make an Acquisition so long as (i) such Acquisition shall not be opposed by the financial covenants set forth in Article VI recomputed as board of the last day directors of the most recently ended Fiscal Quarter for which financial statements are available Person being acquired, (and ii) the Borrower Administrative Lender shall be deemed to have represented and warranted received written notice of such Acquisition at least 15 calendar days prior to the Administrative Agent and the Lenders, at the time date of consummation of such Acquisition, that together with a Compliance Certificate setting forth the foregoing clauses covenant calculations after giving effect to the proposed Acquisition, (xiii) the assets, property or business acquired shall be within the description contained in SECTION 4.1(d) hereof, (iv) if the Acquisition results in a new Restricted Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty and a Security Agreement and (yB) are true and correct); (ii) at least the Administrative Lender receives within five (5) Business Days before any calendar days after the consummation of such Acquisition such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with such Acquisition, and (v)(A) the Acquisition Consideration for a total consideration such Acquisition consists entirely of Stock Acquisition Consideration or (including cash, stock, personal property, debt assumed, contingent consideration and other propertyB) equal to or in excess of $30,000,000if the Acquisition Consideration for such Acquisition includes Non-Stock Acquisition Consideration, the Borrower delivers Leverage Ratio was less than 4.00 to Administrative Agent 1 and Lenders the Acquisition Information Package; and (iii) Fixed Charge Coverage Ratio was greater than 1.50 to 1 for the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10two consecutive Fiscal Quarters immediately preceding such proposed Acquisition.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto."

Acquisitions. The Borrower will not, and will not permit any Subsidiary of the Subsidiaries to, make acquire or enter into any Acquisition unless such Acquisition satisfies agreement to acquire (a) any Person or Facility, (b) all or substantially all of the following conditions: assets of any Person or (c) except in the ordinary course of business, assets that are, taken as a whole, substantial in relation to the Borrower, in each case unless (i) the Person or Facility to be acquired is in, or the assets to be acquired are used in, substantially the same line of business as or a line of business reasonably related or complementary to the businesses presently engaged in by the Borrower and the Subsidiaries, (xii) at prior to the time Audit Report Date, the aggregate Cost of such Acquisition does not exceed $25,000,000 and immediately (iii) if the Borrower has delivered financial statements after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii) and the Cost of Acquisition exceeds $50,000,000, the Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed Fiscal Year of the Borrower and most recent interim fiscal quarter, if applicable, for which financial statements are available after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii) giving effect theretoto such acquisition, (B) a certificate prepared and certified by a Financial Officer on an historical pro forma basis giving effect to such Acquisition, which certificate shall demonstrate (1) that no Default or Event of Default shall have occurred and be continuing and (y) would exist immediately after giving effect thereto and (2) that the Interest Coverage Ratio would be at least 2.00 to such Acquisition1.00 immediately after giving effect thereto and (C) in the case of an agreement to acquire a Person, a certificate prepared and certified by a Financial Officer demonstrating that the Borrower is in compliance on a Pro Forma Basis with Person to be acquired had positive Consolidated EBITDA for the financial covenants set forth in Article VI recomputed as of four fiscal quarters preceding the last day of the most recently ended Fiscal Quarter acquisition for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such AcquisitionPerson are available; provided, however, that the foregoing clauses aggregate amount of cash expended and Indebtedness assumed in connection with acquisitions permitted pursuant to this Section 6.08 shall not exceed (x) and (y) are true and correct); (ii) at least five (5) Business Days before $100,000,000 during any Acquisition Fiscal Year or $200,000,000 in the aggregate for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, all such acquisitions after the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10date hereof.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notMake any Acquisition; provided, and will however, that this Section 5.2(n) shall not permit any Subsidiary to, make prohibit any Acquisition unless if (a) immediately before and after (on a pro forma basis acceptable to the Agent and supported by such Acquisition satisfies all of certificates and opinions reasonably required by the following conditions: Agent) such Acquisition: (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall exist or shall have occurred and be continuing continuing, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such Acquisition is consummated, (yiii) immediately the Consolidated Total Debt to Consolidated Adjusted EBITDA Ratio is not greater than 3.00 to 1.0, on a pro forma basis after giving effect to the Acquisition, and (iv) the Borrower or a Subsidiary shall be the surviving entity, and (b) not less than 3 Business Days prior to the consummation of such Acquisition, the Borrower shall have provided to the Banks a certificate of the chief financial officer of the Borrower (attaching pro forma financial statements and computations to demonstrate compliance and projected compliance with all covenants and conditions hereunder), stating that such Acquisition complies with this Section 5.2(n), customary legal opinions acceptable to the Agent, evidence satisfactory to the Agent that such Acquisition is in compliance on a Pro Forma Basis with the financial covenants set forth all laws and regulations and that any other conditions under this Agreement relating to such transaction have been satisfied, all in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (form and the Borrower shall be deemed to have represented and warranted substance reasonably satisfactory to the Administrative Agent and Agent; provided, however, that, the Lenders, at the time requirements contained in clause (b) of consummation of such Acquisition, that the foregoing clauses this Section 5.2(n) shall not be required with respect to (x) any Acquisition for which the aggregate consideration paid or given by the Borrower or any Subsidiary is less than $25,000,000 unless the aggregate consideration paid or given by the Borrower and its Subsidiaries for all Acquisitions (including the proposed Acquisition) during the immediately preceding twelve-month period exceeds $100,000,000 or (y) are true and correct); (ii) at least five (5) Business Days before any the Domus Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal subject to or in excess the terms of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10this Agreement.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any Acquisition unless such Acquisition satisfies all acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the ordinary course of business; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the following conditionsBorrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) the Aggregate Consideration for all Acquisitions permitted under this clause (e) and consummated after the Third Amendment Effective Date shall not exceed $1,000,000,000 plus the amount of any Additional Specified Acquisition Consideration; provided (x) at the time Aggregate Consideration for Acquisitions which are not TV/Radio Acquisitions shall not exceed $100,000,000 and (y) the limitation in this clause (e)(i) shall be increased in an amount equal to the Net Cash Proceeds of any Disposition of assets acquired in a TV/Radio Acquisition so long as such Acquisition disposition is announced within 110 days of the completion of the related TV/Radio Acquisition; (ii) both immediately prior to and immediately after giving effect theretoto such Acquisition, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to and, in the case of such Acquisition, the Borrower is in compliance shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a Pro Forma Basis with pro forma basis as if such Acquisition had been consummated on the financial covenants set forth in Article VI recomputed as of the last first day of the most recently ended Fiscal Quarter for which financial statements are available relevant period); (iii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall be deemed to have represented provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and warranted copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent and or the Required Lenders, at as the time of consummation of case may be, in its (or their) reasonable judgment to the effect that such Acquisitiontransfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the foregoing clauses (x) and (y) are true and correct)Borrower or such Subsidiary; (iiv) at least five (5) Business Days before any if the Aggregate Consideration for such Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) is equal to or in excess of greater than $30,000,00015,000,000, the Borrower delivers shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (vi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and Lenders substance to the Administrative Agent; (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition Information Packageas the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (iiig) additional acquisitions of property or assets made after the Borrower Third Amendment Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall deliver to Administrative Agent not exceed $100,000,000 in the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10aggregate.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will Borrowers shall not, and will shall not permit any Subsidiary Restricted Subsidiaries to, make any Acquisition unless such Acquisition satisfies acquire by purchase or otherwise all or substantially all of the following conditionsbusiness, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) (x) at the time of such Acquisition Company and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct)its Restricted Subsidiaries may make Consolidated Cash Capital Expenditures permitted under subsection 6.6C; (ii) Telecommunications Acquisitions; provided that (a) prior to the date the Liquidity Requirement is met, the aggregate cumulative Cash consideration for all such acquisitions shall not exceed $10,000,000 per Fiscal Year, (b) from and after the date the Liquidity Requirement is met, the aggregate Cash consideration for all such acquisitions shall not exceed $30,000,000 per Fiscal Year and (c) at least five (5) Business Days before any Acquisition for a total consideration (including cashprior to the date of the consummation of such acquisition, stock, personal property, debt assumed, contingent consideration Company shall deliver to the Lenders and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent (1) pro forma financial statements for the acquired Person giving effect to such acquisition demonstrating that the pro forma annualized EBITDA for the acquired Person (based upon the last two quarters multiplied by two) is either positive or, if negative, is not negative in an amount greater than $1,000,000 and Lenders (2) projected financial statements for Company and its Restricted Subsidiaries on a consolidated basis through the Acquisition Information PackageMaturity Date giving pro forma effect to such acquisition demonstrating that Borrowers shall be in pro forma compliance with all of the covenants contained in this Agreement through the Maturity Date; and (iii) Telecommunications Acquisitions for which the Borrower consideration is common stock of the Company. In the event Borrowers desire to obtain the consent of Requisite Lenders to any acquisition not otherwise permitted under this subsection 6.9, Company shall deliver to notify Administrative Agent. Administrative Agent the documentation shall notify Lenders as soon as practicable following receipt of a request for consent to an acquisition from Company and agreements required by Section 5.10 herein shall cooperate with Company in seeking to obtain Requisite Lenders' approval of such request within a commercially reasonable time period taking into account all relevant factors at the time period required under Section 5.10of such request.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notMake any Acquisitions, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition and immediately after giving effect thereto, except so long as there exists no Default or Event of Default shall have occurred and be continuing and (y) immediately prior to and/or after giving effect to each such Acquisition, the Borrower is and its Restricted Subsidiaries may make Permitted Acquisitions, so long as (a) the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as Section 7.13 both before and after giving effect to each such Permitted Acquisition, and each consummation of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and a Permitted Acquisition by the Borrower shall be deemed constitute a representation by the Borrower that it is in such compliance with the covenants set forth in Section 7.13 as described above; (b) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, the Borrower shall have represented and warranted given the Administrative Agent prior written notice regarding each Permitted Acquisition with a cash consideration of $50,000,000 or more; (c) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition with a cash consideration of $200,000,000 or more, the Borrower shall have delivered to the Administrative Agent and Agent: (i) within five days prior to the Lenders, at the time of consummation of such Acquisition (or such lesser time as agreed to by the Administrative Agent), calculations demonstrating on a Pro Forma Basis compliance with the financial covenants set forth in Section 7.13 for the applicable Measurement Period, all in such detail and in such form as is reasonably acceptable to the Administrative Agent; and (ii) within five days prior to the consummation of any such Acquisition (or such lesser time as agreed to by the Administrative Agent), projections for the Borrower for a period of the lesser of five years and the maturity of the Loans hereunder after the closing of such Acquisition (giving effect to such Acquisition) and showing the source of financing for such Acquisition, all in such detail and in such form as is reasonably acceptable to the Administrative Agent; and (d) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition consummated under this Section 7.07, the foregoing clauses Borrower shall have complied with each of the following: (xi) and (y) are true and correct)except as permitted by Section 5.17, all FCC Licenses acquired in connection with each such Acquisition shall be transferred promptly upon consummation of such Acquisition to a License Subsidiary; (ii) at least five (5) Business Days before any Acquisition for with respect to Permitted Acquisitions with a total cash consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000100,000,000, unless (A) the Borrower reasonably expects that the Final Order will be granted notwithstanding the filing of any objection and (B) with respect to any objections filed (except objections filed by repeat nuisance filers (or their affiliates, agents or representatives) that have made a filing on multiple occasions against the Borrower or the Parent, or any Subsidiary of either of them (“Nuisance Filers”)), the Borrower delivers has given notice to the Administrative Agent and Lenders of the expectation in clause (A) preceding, the FCC consent to the assignment of the FCC Licenses relating to the Stations being acquired pursuant to such Permitted Acquisition Information Packageat such time (the “FCC Consent”) shall have become a Final Order; andfor the avoidance of doubt, the Borrower may reasonably expect that the Final Order will be granted notwithstanding the filing of any objections made by Nuisance Filers, which such filing would not reasonably be expected to prevail; (iii) the Parent, the Borrower or the applicable Subsidiary shall have granted, or will grant in accordance with Section 6.12, a prior and first Lien priority interest in, and pledged to the Administrative Agent on behalf of the Secured Parties, all of the Equity Interests of each such new Domestic Subsidiary acquired in connection with a Permitted Acquisition hereunder as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Parent/Borrower Pledge Agreement or the Subsidiary Pledge Agreement, and executed and delivered to the Administrative Agent all such documentation for such pledge (including, a supplement to the Subsidiary Pledge Agreement, original stock certificates and duly executed stock powers, as applicable) as, in the reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; (iv) if a new Domestic Subsidiary which is not an Unrestricted Subsidiary is acquired or created in connection with such Acquisition, the newly created or acquired Domestic Subsidiary shall in accordance with Section 6.12 execute and deliver a Security Agreement Supplement or such other document as requested by the Administrative Agent to ▇▇▇▇▇ ▇ ▇▇▇▇ on and security interest in all assets (other than Excluded Collateral) of such new Domestic Subsidiary as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Security Agreement, and executed and delivered to the Administrative Agent all such documentation for such security interest as, in the reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; provided that in each case no such action shall be required to perfect or provide for the priority of Liens in Non-Perfected Collateral; and (v) to the extent requested by the Administrative Agent, the Borrower shall deliver have delivered to the Administrative Agent evidence reasonably satisfactory to the documentation Administrative Agent to the effect that all material approvals, consents or authorizations required in connection with such Acquisition (including the formation of any License Subsidiary and agreements the transfer of FCC Licenses to a License Subsidiary) from any Licensing Authority or other Governmental Authority shall have been obtained, and such opinions as the Administrative Agent may reasonably request as to the Liens granted to the Administrative Agent, for the benefit of the Secured Parties in the Equity Interest, as required by Section 5.10 herein within pursuant to this Section, as to any required regulatory approvals for such Acquisition and as to such other matters as the time period required under Section 5.10Administrative Agent may reasonably request.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notNo Company shall effect an Acquisition; provided that, at any time the Leverage Ratio shall be less than 2.50 to 1.00 prior to and will not permit any Subsidiary toafter giving pro forma effect thereof, the Companies may make any an Acquisition unless such Acquisition satisfies all of the following conditionsso long as: (ia) in the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (xb) at in the time case of such Acquisition a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and immediately after giving effect thereto, subsequent to the transaction; (e) no Default or Event of Default shall have occurred and be continuing and (y) immediately exist prior to or after giving effect to such Acquisition, ; (f) such Acquisition shall not be actively opposed by the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as board of directors (or similar governing body) of the last day of selling Persons or the most recently ended Fiscal Quarter Persons whose equity interests are to be acquired; (g) if the aggregate Consideration for which financial statements are available such Acquisition is (and the i) equal to or greater than One Million Dollars ($1,000,000), US Borrower shall be deemed have provided to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of least ten (10) days prior to such Acquisition, that historical financial statements of the foregoing clauses (x) target entity and (y) are true a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of US Borrower showing compliance with Section 5.7 hereof, both before and correct); after giving Pro Forma Effect to the proposed Acquisition, and (ii) at least five less than One Million Dollars (5) Business Days before any Acquisition for a total consideration (including cash$1,000,000), stock, personal property, debt assumed, contingent consideration and other property) equal US Borrower shall have provided to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information PackageLenders, within five days after such Acquisition, a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of US Borrower showing pro forma compliance with Section 5.7 hereof; and (iiih) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10aggregate amount of Consideration for all Acquisitions (other than any Pre-Approved Acquisition) for all Companies, during any fiscal year of US Borrower, would not exceed Ten Million Dollars ($10,000,000).” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, make any Acquisitions except any non-hostile Acquisition unless such Acquisition satisfies all subject to the satisfaction of each of the following conditions: (ia) the aggregate consideration (xexcluding performance-based contingent consideration (including, without limitation, earn-out payments and royalty payments)) in respect of all such Acquisitions made after the Effective Date does not exceed $300,000,000.00; (b) if the aggregate consideration in respect of any such Acquisition exceeds $10,000,000.00, the Administrative Agent shall receive prior written notice of such Acquisition, which notice shall include, without limitation, a description of such Acquisition with such detail as the Administrative Agent shall reasonably require; (c) immediately after giving effect to such Acquisition, Liquidity shall not be less than $150,000,000.00; (d) within the applicable time periods required pursuant to Section 7.11 and Section 7.12, after the closing of such Acquisition, the Borrower (or the Restricted Subsidiary making such Acquisition) and the target of such Acquisition (unless it is a Subsidiary that has not satisfied the Threshold Amount) shall have executed such documents and taken such actions as may be required under Section 7.11 and Section 7.12; (e) if such Acquisition involves the acquisition of one or more marine vessels, in each case having a Fair Market Value in excess of $10,000,000.00, such vessel or vessels, except in the case where acquired using Indebtedness permitted by Section 8.1(m) that is the subject of a Lien permitted under Section 8.2 existing at the time of (but not incurred in anticipation of) any such acquisition, shall within the applicable time periods required pursuant to Section 7.11, become Collateral pursuant to arrangements substantially similar to those made with respect to similar Mortgaged Vessels on the Effective Date; and (f) at the time of such Acquisition and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (yii) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants statement set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower Section 3.2(b)(i) shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10true.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The (a) Prior to consummating any Permitted Acquisition, the Borrower will notshall have delivered to the Agent (in form and detail satisfactory to each Bank and in sufficient copies for each Bank) a written request for such Permitted Acquisition, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies all of together with the following conditionsfollowing: (i) At least fifteen (x15) at days prior to the time consummation of such Acquisition Permitted Acquisition, a description of the substantive terms and conditions thereof and certified copies of (A) the executed letter of intent or a memorandum of understanding, (B) the most recent drafts of the purchase or acquisition agreement (including all exhibits attached thereto) relating to such Permitted Acquisition, together with copies of business plans, financing sources, financial projections and budgets and (C) a description of the differences between the Model Documents and the actual Transactional Documents relating to such Permitted Acquisition; (ii) an officer's certificate, executed by a Responsible Officer, certifying that immediately before and after giving effect to such Permitted Acquisition (A) no Default has occurred and is continuing or will exist, (B) that the Borrower will be in compliance with each of the financial ratios specified in Section 6.14 hereof, together with a reasonably detailed worksheet setting forth the calculation of such ratios and (C) that the Borrower will be in compliance with Section 6.15 hereof (including all of the disclosure requirements set forth therein); and (iii) copies of the executed purchase or acquisition agreement, certified by a Responsible Officer, as soon as such agreement is executed and delivered by the parties thereto. (b) The Agent and each Bank may accept or reject any request of the Borrower for a Permitted Acquisition under Section 6.12(a) hereof in their sole and absolute discretion within fifteen (15) days after receipt thereof and the failure by the Agent or a Bank to respond to such a request shall be deemed to be a rejection thereof; provided, however, that with respect to any Permitted Acquisition (so long as all of the definitional requirements of the term "Permitted Acquisition" are met), (i) the aggregate purchase price of which is less than $3,000,000, the approval of the Agent and the Banks shall not be required and (ii) the aggregate purchase price of which is equal to and greater than $3,000,000 but less than $5,000,000, the approval of the Agent and the Banks shall not be required so long as all of the following conditions are met: (A) the target entity which is the subject of the Permitted Acquisition is engaged in a business similar to the Borrower's Business; (B) the aggregate purchase price is less than 600% of the Operating Cash Flow of the target entity; (C) the sum of the cash and debt portions of the aggregate purchase price does not exceed 350% of the Operating Cash Flow of the target entity; (D) no Default or Event of Default shall have has then occurred and be is continuing and (y) immediately no Default or Event of Default will occur after giving effect to such Permitted Acquisition; and (E) each of the Transactional Documents relating to such Permitted Acquisition conforms in all material respects to the applicable Model Document. (c) Prior to consummating Capital Expenditures in excess of $5,000,000 in the aggregate during any fiscal year of the Borrower, computed on a cumulative consolidated basis, the Borrower is shall have delivered to the Agent (in compliance on form and detail satisfactory to each Bank and in sufficient copies for each Bank) a Pro Forma Basis written request for such Capital Expenditure, together with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available following: (and the Borrower shall be deemed to have represented and warranted i) At least fifteen (15) days prior to the Administrative Agent and the Lenders, at the time of consummation of such AcquisitionCapital Expenditure, that a description of the foregoing clauses (x) substantive terms and (y) are true conditions thereof, including a list of items being purchased and correct)the source of funds for such Capital Expenditure; (ii) at least five an officer's certificate, executed by a Responsible Officer, certifying that immediately before and after giving effect to such Capital Expenditure (5A) Business Days before any Acquisition for a total consideration no Default has occurred and is continuing or will exist and (including cash, stock, personal property, debt assumed, contingent consideration and other propertyB) equal to or in excess of $30,000,000, that the Borrower delivers to Administrative Agent and Lenders its Subsidiaries, on a consolidated basis, will be in compliance with each of the Acquisition Information Packagefinancial ratios specified in Section 6.14 hereof, together with a reasonably detailed worksheet setting forth the calculation of such ratios; and (iii) copies of the Borrower executed purchase agreement relating to such Capital Expenditure, certified by a Responsible Officer, as soon as such agreement is executed and delivered by the parties thereto. The Agent and each Bank may accept or reject any such request in their sole and absolute discretion within 30 days after receipt thereof. The failure by the Agent or a Bank to respond to such a request shall deliver be deemed to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10be a rejection thereof.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and nor will not it permit any Subsidiary ------------ of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of any Person, except that Acquisitions may be permitted or approved in accordance with the following conditionsfollowing: (i) For any proposed Acquisition, the following conditions must be satisfied: (xA) at the time Acquisition must be non- hostile, (B) the Acquisition must be made in compliance with all applicable laws and regulations, (C) the Person to be acquired (the "Target") must be engaged in the same business or in a substantially related line of business as the Borrower, (D) the Target must be located in the United States, (E) if the Acquisition is structured as a merger or consolidation, the Borrower must be the surviving entity, (F) if the Target will become a Subsidiary, it must become a consolidated Subsidiary, (G) there must not exist any Default or Unmatured Default prior to or as of the effective date of such Acquisition, and (H) the consummation of such Acquisition and immediately after giving effect thereto, no must not result in or give rise to any Default or Event Unmatured Default, including a violation of Default shall have occurred and any of the financial covenants set forth in Section 6.23. (ii) If the total consideration payable by the Borrower in connection with a proposed Acquisition (including Indebtedness to be continuing and paid or assumed) does not exceed $1,000,000, the Borrower may make such Acquisition without the prior consent of the Lender so long as the conditions set forth in clause (yi) immediately after giving effect above are satisfied, provided that, prior to the consummation of such Acquisition, the Borrower is shall deliver to the Lender, (A) a Compliance Certificate (which shall not be binding on the Lender), prepared on a pro forma basis giving effect to the transactions contemplated to be conducted at the closing thereof, demonstrating that the Borrower will be in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as Section 6.23 immediately following the consummation of the last day Acquisition, (B) the Acquisition Documents relating to the proposed Acquisition, (C) the Target's audited financial statements for the three fiscal years immediately preceding (to the extent available) or such other financial statements and federal income tax returns of the Target as are available for the three fiscal years immediately preceding or such shorter period as the Target has been in existence, (D) the Target's interim unaudited financial statements for the fiscal period most recently ended Fiscal Quarter for which financial statements are available ended, and (E) if applicable, all registration statements, reports and other filings made by the Target with the SEC during the two years immediately preceding. (iii) If the total consideration payable by the Borrower in connection with a proposed Acquisition (including Indebtedness to be paid or assumed) exceeds $1,000,000, the Borrower may not make such Acquisition without the prior consent of the Lender (such consent to be given, withheld or conditioned by the Lender in its sole and absolute discretion based upon such factors as the Lender shall be deemed deem appropriate). The Borrower may request that the Lender consent to have represented and warranted a proposed Acquisition by submitting a written request to the Administrative Agent Lender of the following documents: (A) a description of the business conducted by the Target, (B) a summary of the material terms and conditions of the Lendersproposed Acquisition, (C) the Acquisition Documents relating to the proposed Acquisition, (D) a Compliance Certificate (prepared on a pro forma basis giving effect to the transactions contemplated to be conducted at the time closing of the proposed Acquisition) demonstrating that the Borrower will be in compliance with the financial covenants set forth in Section 6.23 immediately following the consummation of such Acquisition, that (E) the foregoing clauses Target's audited financial statements for the three fiscal years immediately preceding (xto the extent available) or such other financial statements and federal income tax returns of the Target as are available for the three fiscal years immediately preceding or such shorter period as the Target has been in existence, (F) the Target's interim unaudited financial statements for the fiscal period most recently ended, and (yG) are true if applicable, all registration statements, reports and correct);other filings made by the Target with the SEC during the two years immediately preceding. Any Acquisition proposed for approval pursuant to this clause (iii) must at a minimum satisfy the conditions set forth in clause (i) above. In evaluating any request submitted by the Borrower, the Lender shall be given an opportunity to complete a due diligence review of the financial condition, operations and prospects of the Target, and the results of such due diligence review shall be satisfactory to the Lender. The Borrower agrees to furnish, or cause to be furnished, such additional information and documents as the Lender may request for purposes of conducting its due diligence review and evaluating the merits of the proposed Acquisition. If the Lender does not consent in writing to the proposed Acquisition within thirty (30) days following the Borrower's submission of its request for approval, the Lender will be deemed not to have approved such request. Any determination by the Lender not to approve a proposed Acquisition shall be final. (iv) Prior to or simultaneously with the consummation of any Acquisition permitted under clause (ii) at least five above or approved by the Lender pursuant to clause (5iii) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000above, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by also comply with Section 5.10 herein within the time period required under Section 5.106.24.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not Make or permit any Subsidiary to, to make any Acquisition unless except that the Borrowers shall be permitted to make Acquisitions of the capital stock or assets of domestic businesses which are in the same line of business (i.e., home healthcare and/or specialty pharmacy) as the Borrowers and Subsidiaries (collectively, "PERMITTED ACQUISITIONS") and which meet the following criteria: (a) each such Acquisition satisfies shall have been approved by the board of directors (and, if required under applicable law, the stockholders) of the entity to be acquired; (b) in the event the aggregate purchase price (including any potential Earn Out Obligations) for any single Acquisition exceeds $1,000,000, the Borrowers shall submit to the Agent, at least seven (7) Banking Days prior to the closing of such Acquisition a certificate of the CFO of Option Care (the "ACQUISITION CERTIFICATE") which shall include the following: (i) 66 at least two years of annual audited or reviewed financial statements (or otherwise acceptable to the Lenders) for the entity to be acquired, prepared on standalone basis including balance sheets and income and cash flow statements; (ii) reasonably detailed calculations demonstrating that on a pro forma combined basis for the most recently ended period of twelve months (with such pro forma adjustments as the Agent shall deem reasonably acceptable) the Borrowers and Subsidiaries and the entity to be acquired shall meet all of the following conditions:covenants set forth in Article 9 hereof for the most recently completed fiscal quarter; and (iii) a calculation of the pro forma Borrowing Base of the Borrowers including the entity to be acquired that demonstrates that the Borrowers and their Subsidiaries meet the minimum Collateral Availability requirement set forth in Section 9.03 hereof; (ic) the aggregate purchase price for any Acquisition (xincluding all potential payments in respect of Earn Out Obligations) at the time of such Acquisition and immediately shall not exceed $7,500,000; (d) after giving effect theretoto such Acquisition, the Borrowers shall have pro forma Availability of not less than $7,500,000; (e) no Default or Event of Default shall have occurred and be continuing under the Facility Documents immediately prior to and (y) immediately after giving effect to such the proposed Acquisition; (f) the Borrowers and their Subsidiaries, immediately prior to and after giving effect to any proposed Acquisition, the Borrower is shall be in compliance on a Pro Forma Basis with all terms and provisions of the financial Facility Documents, including, without limitation, the covenants set forth in Article VI recomputed as 9 hereof and the minimum Collateral Availability requirements set forth in Section 9.03 hereof; (g) each business acquired shall be organized under the laws of the last day United States and have its chief executive office and principal place of business within the most recently ended Fiscal Quarter for which financial statements are available United States; and (and h) if the Acquisition is structured as a merger involving any Borrower, such Borrower shall be deemed to have represented the surviving corporation. PROVIDED, HOWEVER that the Borrowers and warranted to their Subsidiaries shall not consummate more than eight (8) Acquisitions of entities which are not Option Care Franchisees during any period of twelve consecutive months without the Administrative prior written consent of the Agent and the Lenders; and PROVIDED, at the time of consummation of such AcquisitionFURTHER, that the foregoing clauses (x) the Accounts of any business acquired by any Borrower or Subsidiary shall not be included in the Borrowing Base unless such Accounts satisfy all criteria set forth in the definition of Eligible Accounts in Section 1.01 hereof and (y) are true if the aggregate amount of the Accounts of any business acquired by any Borrower or Subsidiary exceeds $2,500,000, such Accounts shall not be included in the Borrowing Base until the Agent shall have conducted, and correct); (ii) at least five (5) Business Days before any Acquisition for be satisfied with, a total consideration (new field audit examination of the type described in Section 7.11, including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess a review of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10such Accounts.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies Acquire all or a substantial part of the following conditions:assets or stock of any other Person (an "Acquisition"), unless: -55- 61 (ia) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have (i) has occurred and be is continuing and or (yii) immediately will occur after giving effect to such Acquisition; (b) if the Acquisition involves aggregate consideration exceeding $25 million, the Borrower Majority Banks give prior written approval to make such Acquisition; (c) no Third Party Financing is used to effect such Acquisition; (d) if the Acquisition involves aggregate consideration exceeding $15 million, Holdings shall use its best efforts to provide to the Banks at least 15 days prior to the consummation of such Acquisition (i) an income statement and a statement of cash flows, in compliance each case covering the twelve month period ending on the last day of the most recently completed fiscal quarter for which financials were last provided with pro forma adjustments to reflect the consummation, on the first day of such period, of such Acquisition (including the incurrence of any related Loans under this Agreement) and (ii) a Pro Forma Basis with the financial covenants set forth in Article VI recomputed balance sheet as of the last day of the most recently ended Fiscal Quarter completed fiscal quarter for which financial statements are available (and financials were last provided, with pro forma adjustments to reflect the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that Acquisition (including the foregoing clauses (x) and (y) are true and correctincurrence of any related Loans under this Agreement); (e) the pro forma financial statements provided pursuant to subsection (d) above shall show that the financial covenants set forth in Sections 7.11, 7.12 and 7.13 shall have been satisfied on such pro forma basis; and (f) the Borrower shall have taken all steps necessary to pledge as security for the Facility capital stock acquired in any Acquisition in accordance with Section 6.16 hereof; provided, however, that Holdings or any Subsidiary may effect an Acquisition using Third Party Financing if (i) no Default or Event of Default (A) has occurred and is continuing or (B) will occur as a result of such Acquisition, (ii) at least five (5) Business Days before any Acquisition for a total 50% of the aggregate consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or involved in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; andsuch acquisition is provided as an equity contribution, (iii) the Borrower shall deliver have (A) notified the Banks of all material terms of such proposed Acquisition, (B) given the Banks reasonable time to Administrative Agent prepare bids on providing such additional debt financing and (C) considered in good faith the documentation terms of a Bank's bid, if any, (iv) the Borrower shall have created a special purpose subsidiary (an "Excluded Subsidiary") to effect such Acquisition and agreements required recourse under such Third Party Financing shall be limited to the assets or capital stock of such Excluded Subsidiary, (v) no Guaranty or other commitment with respect to such Excluded Subsidiary shall be entered into by Section 5.10 herein within Holdings, the time period Borrower or any Subsidiary, and (vi) if required under Section 5.107.4, the Administrative Agent, on behalf of the Banks, shall have received documentation in form and substance acceptable to the Collateral Agent, to pledge as security for the Facility the capital stock of such Excluded Subsidiary in accordance with Section 6.16 hereof, provided, however, that any pledge under this Section 7.7 may be junior to any pledge granted to secure such Third Party Financing. Any Acquisition permitted under this Section 7.7 is herein referred to as a "Permitted Acquisition.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto."

Acquisitions. The Borrower None of the Loan Parties will not, and will not permit any Subsidiary to, make consummate any Acquisition unless without the prior written consent of the Required Lenders except for: (a) any Acquisition to the extent funded with (i) proceeds resulting from the issuance of common Equity Interests of the Borrower or Solaris Inc. or cash capital contributions on account of common Equity Interests of the Borrower or Solaris Inc. or (ii) Equity Interests the Borrower or Solaris Inc. so long as such Acquisition satisfies all of the following conditionsconditions precedent: (i) (x) at the time of such Acquisition immediately before and immediately after giving effect theretoto any Acquisition, no Default or Event of Default shall have occurred and be continuing continuing; (ii) all applicable requirements of Sections 5.03(b) and 6.12 shall have been satisfied; (yiii) Administrative Agent shall have received a copy of the fully executed acquisition agreement and all amendments thereto (each, as amended, an “Acquisition Agreement”), relating to the Acquisition; (iv) Administrative Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such Acquisition Agreement; (v) Borrower shall deliver (or cause to be delivered) to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the applicable Acquisition shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions; and (vi) if such Acquisition is made by a Subsidiary that is not a Wholly-Owned Subsidiary, then any proceeds resulting from the issuance of common Equity Interests of the Borrower or Solaris Inc. or cash capital contributions on account of common Equity Interests of the Borrower or Solaris Inc. that are contributed to such Subsidiary to make such Acquisition is permitted under Section 6.04(m); and (b) any Acquisition not permitted under clause (a) above so long such Acquisition satisfies the following conditions precedent: (i) immediately before and immediately after giving effect to any Acquisition, no Default or Event of Default shall have occurred and be continuing; (ii) the Administrative Agent shall have received reasonably satisfactory evidence that immediately after giving effect to such Acquisitionpurchase or other acquisition, the Borrower is in compliance Total Leverage Ratio (on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as Basis) is equal to or less than 2.00 to 1.00; (iii) all applicable requirements of Sections 5.03(b) and 6.12 shall have been satisfied; (iv) both before and after an Acquisition, Liquidity is greater than 20% of the last day aggregate Commitments; (v) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition; (vi) Administrative Agent shall have received a copy of the most recently ended Fiscal Quarter for which financial statements are available fully executed acquisition agreement and all amendments thereto (and each, as amended, an “Acquisition Agreement”), relating to the Acquisition; (vii) Administrative Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such Acquisition Agreement; and (viii) Borrower shall deliver (or cause to be deemed to have represented and warranted delivered) to the Administrative Agent and evidence reasonably satisfactory to the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent that all consents and Lenders approvals required to be obtained from any Governmental Authority or other Person in connection with the applicable Acquisition Information Package; and (iii) shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10imposition of any burdensome conditions.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition Acquisitions; provided, however, if immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default Default, the Borrower or any of its Subsidiaries may make Acquisitions so long as (a) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (b) if the Acquisition Consideration for such Acquisition is greater than or equal to $25,000,000, the Lenders shall have occurred received written notice thereof at least 5 Business Days prior to the date of such Acquisition, together with a Compliance Certificate setting forth the covenant calculations both immediately prior to and be continuing and (y) immediately after giving effect to such the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that the Borrower is in compliance on a Pro Forma Basis with projects to be eliminated by such proposed Acquisition, (c) the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower assets, property or business acquired shall be deemed primarily in the business described in Section 4.1(d) hereof, (d) if such Acquisition results in a Subsidiary which is to have represented be a Guarantor, (i) such Subsidiary shall execute a Subsidiary Guaranty and warranted to (ii) the Administrative Agent on behalf of the Lenders shall receive such board resolutions, officer's certificates and opinions of counsel as the Lenders, at the time of consummation of Administrative Agent shall reasonably request in connection with such Acquisition; and (e) the aggregate Acquisition Consideration for all Non-Guarantors, that the foregoing clauses together with Investments in Non-Guarantors (xcalculated as provided in Section 7.4(f) hereof) and other Investments (ycalculated as provided in Section 7.4(g) are true and correct); (iihereof) pursuant to Section 7.4(g) hereof, shall not exceed 10% of Net Worth at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10time.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any Acquisition unless such Acquisition satisfies all acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the ordinary course of business; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the following conditionsBorrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) (x) at the time of such Acquisition both immediately prior to and immediately after giving effect theretoto such Acquisition, (A) no Default or Event of Default shall have occurred and be continuing and (yB) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to in compliance with the Administrative Agent and First Lien Indebtedness Ratio required under Section 7.11 at such time, calculated on a pro forma basis as if such Acquisition had been consummated on the Lenders, at first day of the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct)relevant period; (ii) at least five each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (5A) Business Days before any an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition for have not been contested by a total consideration third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including cashthe exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, stockthe Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, personal propertyas the case may be, debt assumedin its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, contingent consideration as the case may be, and other propertythat such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or in excess of greater than $30,000,00015,000,000, the Borrower delivers shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and Lenders substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition Information Packageas the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (iiig) additional acquisitions of property or assets made after the Borrower FirstSecond Amendment Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall deliver to Administrative Agent not exceed $400,000,000500,000,000 in the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10aggregate.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notEnter into any agreement, and will not permit contract, binding commitment or other arrangement providing for any Subsidiary toAcquisition, make or take any Acquisition action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, unless such Acquisition satisfies all of the following conditions: (i) the Person to be (xor whose assets are to be) at the time of acquired does not oppose such Acquisition and immediately after giving effect theretothe line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Borrower and its Subsidiaries, (ii) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and the Borrower shall have furnished to the Agent (A) pro forma historical financial statements as of the end of the most recently completed Fiscal Year of the Borrower and most recent interim fiscal quarter, if applicable giving effect to such Acquisition and (yB) a certificate in the form of Exhibit H prepared on a historical pro forma basis giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Borrower or a wholly-owned Subsidiary), which Subsidiary shall simultaneously comply with the requirements of Section 7.20, (iv) if (A) the Cost of Acquisition shall exceed $500,000 in cash, or (B) the Cost of Acquisition shall exceed $5,000,000 in Stock Consideration, the Required Lenders shall consent to such Acquisition in their discretion, which consent shall not be unreasonably withheld, and (v) after giving effect to such Acquisition, the Borrower is aggregate Costs of Acquisition incurred in compliance any Fiscal Year (on a Pro Forma Basis noncumulative basis, with the financial covenants set forth effect that amounts not incurred in Article VI recomputed as of the last day of the most recently ended any Fiscal Quarter for which financial statements are available Year may not be carried forward to a subsequent period) shall not exceed (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (xA) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including $2,000,000 in cash, stock, personal property, debt assumed, contingent consideration and other propertyor (B) equal to or $20,000,000 in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Stock Consideration.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will Company shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditionsmake, in one or more transactions: (a) any Acquisition of Domestic Subsidiaries unless (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately or would occur after giving effect to such Acquisition, (ii) the Borrower is in compliance on a Pro Forma Basis with sum of (A) the financial covenants set forth in Article VI recomputed as aggregate Acquisition Consideration (other than capital stock of the last day Company) (including, without limitation, costs associated with Pooling Acquisitions) for such Acquisitions, plus (B) the Capital Expenditures paid or incurred in connection with such Acquisitions, shall not exceed in aggregate amount during each fiscal year, 15% of Tangible Net Worth of the most recently ended Fiscal Quarter for which financial statements are available Company immediately prior to any such Acquisition, and (iii) such Domestic Subsidiary (other than Acquisition Subsidiaries), concurrently with its being acquired, executes a Subsidiary Guaranty and the Borrower shall be deemed to have represented and warranted delivers to the Administrative Agent Lender corporate resolutions, articles of incorporation, bylaws, a certificate of incumbency and, if requested by the Administrative Lender, an attorney's opinion, each in form and substance satisfactory to the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information PackageLender; and (iiib) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” any Acquisitions of Foreign Subsidiaries (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto which do not concurrently with such Acquisition execute a Subsidiary Guaranty provided that (A) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Acquisition, (B) the aggregate Acquisition Consideration (other than capital stock of the Company) for such Acquisitions shall not exceed, in its entiretyaggregate amount during the term hereof, together with Investments in Foreign Subsidiaries permitted under Section 6.7(g), $18,500,000, and (C) concurrently with such Acquisition, the Company causes the Administrative Lender to be granted a first and prior security interest in 65% of the capital stock of such Foreign Subsidiary pursuant to a Pledge Agreement, or (ii) which concurrently therewith execute a Subsidiary Guaranty provided that (A) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Acquisition, and (B) concurrently with such Acquisition, the Company delivers to the Administrative Lender corporate resolutions, articles of incorporation, bylaws, a certificate of incumbency, and an attorney's opinion, each in form and substance satisfactory to the Administrative Lender. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Subsidiary of its Subsidiaries to, make any Acquisition Acquisition, unless (a) such Acquisition satisfies all is substantially related to the business of the following conditions: Borrower and its Subsidiaries, taken as a whole, and is not hostile, (ib) (x) at the time of if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Domestic Subsidiary of the Borrower and immediately after giving effect theretocomply with the requirements of Section 5.6, (c) if such Acquisition is an Acquisition of assets, such Acquisition is structured so that a Credit Party shall acquire such assets, (d) no Default or Event of Default shall have occurred and or be continuing or would result from such Acquisition, and (ye) immediately either (i) (A) the Leverage Ratio, calculated on a pro forma basis after giving effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended, is less than 3.0 to 1.0 and (B) after giving effect to such Acquisition, Liquidity would be -71- greater than or equal to $15,000,000 or (ii) (A) the total consideration (including the adjustment of purchase price or similar adjustments) for such Acquisition and all other Acquisitions permitted under this clause (e)(ii) during any fiscal year expended by the Borrower is or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $20,000,000 and (B) the Borrower and its Subsidiaries shall be in pro forma compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed Section 6.16 and 6.17 after giving effect to such Acquisition as of the last day beginning of the period of four fiscal quarters most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10ended.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notMake or consummate any Acquisition, and will not permit or take any Subsidiary toaction to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) the Person to be (xor whose assets are to be) at the time of acquired does not oppose such Acquisition and immediately after giving effect theretothe line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business of the Borrower and its Subsidiaries described in the Private Placement Memorandum, (ii) no Default or Event of Default shall have occurred and be continuing and (y) either immediately prior to or immediately after giving effect to such Acquisition, (iii) the Borrower is in compliance on Person acquired shall be a Pro Forma Basis with wholly-owned Subsidiary, or be merged into the Parent or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Parent or a wholly-owned Subsidiary), (iv) the Parent shall have furnished to the Agent (A) pro forma historical financial covenants set forth in Article VI recomputed statements as of the last day end of the most recently ended completed Fiscal Quarter for which financial statements are available (Year of the Parent and the Borrower shall be deemed most recent interim fiscal quarter, if applicable giving effect to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, (B) a certificate in the form of Exhibit I prepared on a historical pro forma basis giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto and (C) financial statements of the acquired Person or entity for not less than the most recent three years, the most recent of which shall be audited if required under Regulation SX of the Securities Act of 1933, as amended, (v) at least 35% of the Cost of Acquisition shall be paid in the form of common stock of the Parent, (vi) the proceeds of Loans used to pay the Cost of Acquisition shall not exceed three (3) times the consolidated EBITDA of the acquired Person or assets for the preceding 12 calendar months (determined in the same manner as set forth in the definition of "Consolidated EBITDA") but for the acquired Person or assets), and (vii) the Required Lenders shall consent to such Acquisition in their discretion; provided, however, that the foregoing conditions set forth in clauses (xiv), (v), (vi) and (yvii) are true and correctof this Section 9.2 shall not apply in the case of an Acquisition where either (x); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) prior to the occurrence of the Equity Event the Consolidated Leverage Ratio is equal to or in excess of $30,000,000less than 1.50 to 1.00 before and after giving effect to such Acquisition, and after the Borrower delivers Equity Event is equal to Administrative Agent and Lenders the Acquisition Information Package; and or less than 2.00 to 1.00, or (iiiy) the Borrower shall deliver to Administrative Agent cash portion of the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Cost of Acquisition is not greater than $3,000,000.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. (a) The Borrower Company will not, and nor will not it permit any Subsidiary to, make consummate any Acquisition unless such except for an Acquisition satisfies all of satisfying the following conditions:conditions set forth in this Section 6.15(a) (a "Permitted Acquisition"): (i) Any Acquisition satisfying the following conditions (xan "Allowed Acquisition"): (A) no Default or Unmatured Default shall have occurred and be continuing at the time of the consummation of such Allowed Acquisition or would exist immediately after giving effect thereto; (B) each business acquired, if conducted by the Company or a Subsidiary, would comply with Section 6.21; (C) any capital stock or other equity securities given as consideration in connection therewith shall be stock or securities of the Company; (D) in the case of an Acquisition involving the acquisition of control of capital stock or other ownership interests of any Person, immediately after giving effect to such Acquisition such Person (or the surviving Person, if the Acquisition is effected through a merger or consolidation) shall be the Company or a Wholly Owned Subsidiary of the Company; (E) the consideration being paid in connection with such Acquisition, together with the aggregate consideration paid in connection with all other Allowed Acquisitions consummated during such fiscal year shall not exceed $20,000,000 (PROVIDED, HOWEVER, that as to any Allowed Acquisition, such amount shall be increased to $40,000,000 if, after giving effect to such Acquisition, the Company's Total Leverage Ratio (as reflected in the relevant Allowed Acquisition Certificate) would be less than 4.5 to 1.0, and immediately PROVIDED, FURTHER, that the consideration to be paid in connection with an Allowed Acquisition of a professional sports team or franchise shall not exceed $5,000,000); and (F) the Company shall have provided the Banks with the information required in subsections (b) and (d) below. (ii) The investment by KJR Radio, Inc. in Century Management, Inc. upon the exercise by the Shareholders (as defined in the Put and Call Agreement) of the put contemplated by Section 1.1(a) of the Put and Call Agreement. (iii) The Acquisition of KCCN-TV pursuant to the Monterey Documents, so long as after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing. (iv) Any Acquisition as to which the Required Banks have given their prior written consent. (b) Not less than five (5) Business Days prior to the consummation of any Allowed Acquisition, the Company shall have delivered to the Managing Agent and each Bank a summary description of the material terms of such Allowed Acquisition (yincluding, without limitation, the purchase price and method and structure of payment) immediately and of each Person or business that is the subject to such Allowed Acquisition, together with summary financial information (including statements of revenues and cash flows) with respect to each such acquired Person or business. Such description shall be accompanied by a certificate of an Authorized Officer of the Company (an "Allowed Acquisition Certificate") certifying (and including appropriate calculations in support of such certification based on the method used by the Company in determining compliance with the financial covenants contained herein) (i) that after giving effect to such Acquisition, the Borrower Company is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as Sections 6.22 through 6.25 hereof, and (ii) the Company's Total Leverage Ratio after giving effect to such Acquisition. (c) The consummation of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower each Allowed Acquisition shall be deemed to be a representation and warranty by the Company that (except as shall have represented and warranted to been approved in writing by the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (xRequired Banks) all conditions thereto set forth in Section 6.15(a) and (yb) are true and correct); in the description furnished under subsection (iib) at least five (5) Business Days before any Acquisition above have been satisfied and that the same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty as of the date thereof for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entiretyall purposes hereunder. (jd) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety Company will furnish to the Managing Agents and substituting in lieu the Banks such other information regarding any Permitted Acquisition and the assets, business or Persons that are the subject thereof Exhibit A attached heretoas the Managing Agents or any Bank may from time to time reasonably request. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not ------------ permit any Subsidiary to, make any Acquisition Acquisitions unless such Acquisition satisfies all of the following conditions: (ia) (x) at the time of such Acquisition immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default Default, (b) such Acquisition shall not be opposed by the board of directors of the Person being acquired, (c) if the Acquisition is during the Qualifying Period, the aggregate Acquisition Consideration for all Acquisitions during the Qualifying Period, including the proposed Acquisition, will not exceed $25,000,000, (d) if the Acquisition is not during the Qualifying Period, and the Acquisition Consideration for any Acquisition (including any Indebtedness or Operating Leases assumed in connection therewith) exceeds $75,000,000, (i) the Lenders shall have occurred and be continuing received written notice at least 15 Business Days prior to the date of such Acquisition, and (yii) the Administrative Lender shall have received at least 10 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to such the proposed Acquisition, (e) the Borrower is assets, property or business acquired shall be in compliance on the business described in Section 4.1(d) hereof, and (f) if such -------------- Acquisition results in a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as Subsidiary, (i) such Subsidiary shall have executed and delivered a Subsidiary Guaranty of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the LendersObligations, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any if such Acquisition for occurs during the Qualifying Period and the Subsidiary is a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000Material Subsidiary, the Borrower delivers Capital Stock of such Subsidiary shall be pledged pursuant to Administrative Agent a Pledge Agreement and Lenders the Acquisition Information Package; and (iii) the Borrower Lenders shall deliver to have received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent Lender shall reasonably request in connection with the documentation actions described in clauses (f)(i) and agreements required by Section 5.10 herein within the time period required under Section 5.10(f)(ii) above.” (in) The Article 7 of the Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.adding a new ---------

Acquisitions. The Borrower (a) Subject to Section 1.4, from the Effective Date (as defined in Section 1.6) until the fifth anniversary of the Effective Date, JSG will not, and will cause each of its Subsidiaries not permit any Subsidiary to, make directly or indirectly, acquire, by purchase, gift, business combination or otherwise, any Acquisition unless Voting Securities such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition and immediately after giving effect theretothat, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisitiontransaction, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as JSG and its Subsidiaries beneficially own Voting Securities representing more than 40% of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, Total Voting Power; provided that the foregoing clauses provisions of this Section 1.1(a) shall not require JSG or any of its Subsidiaries to sell or otherwise dispose of Voting Securities representing more than 40% of Total Voting Power (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or such Voting Securities representing Voting Power in excess of $30,000,00040% of Total Voting Power, "Excess Voting Securities") to the Borrower delivers extent, but only to Administrative Agent and Lenders the Acquisition Information Package; and extent, that such Voting Securities constitute Excess Voting Securities solely as a result of a repurchase or other retirement of Voting Securities by JSC or any of its Subsidiaries or solely as a result of purchases made by JSG or its Subsidiaries during any period in which the restrictions contained in this Section 1.1(a) were suspended pursuant to Section 1.4 (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entiretyirrespective of any subsequent reinstatement thereunder). (jb) The Credit Agreement is hereby amended Subject to Section 1.4, from the Effective Date until the fifth anniversary of the Effective Date, MSLEF will not, and will cause each of its Subsidiaries not to, directly or indirectly, acquire, by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached heretopurchase, gift or otherwise, any Voting Securities (except for shares of JSC Common Stock acquired pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction). (kc) The Credit Agreement is hereby amended If JSG or any of its Subsidiaries or MSLEF or any of its Subsidiaries, as the case may be, acquires any Voting Securities in violation of this Agreement, JSG or MSLEF or the applicable Subsidiary, as the case may be, shall, as soon as it becomes aware of such violation, give immediate notice to JSC and such Voting Securities shall immediately be disposed of (in accordance with the terms of Section 1.3, in the case of any such disposition by deleting Schedule 1.1(bJSG or any of its Subsidiaries) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached heretoto persons or entities who are not affiliates or associates of the breaching party; provided that JSC may also pursue any other available remedy to which it may be entitled as a result of such violation.

Acquisitions. The Borrower will notEnter into any agreement, and will not permit contract, binding commitment or other arrangement providing for any Subsidiary toAcquisition, make or take any Acquisition unless such Acquisition satisfies all action to solicit the tender of the following conditionssecurities or proxies in respect thereof in order to effect any Acquisition, unless: (ia) the Person to be (xor whose assets are to be) at the time of acquired does not oppose such Acquisition and immediately after giving effect thereto, the line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Borrower and its Subsidiaries; (b) no Default or Event of Default shall have occurred and be continuing and (y) either immediately prior to or immediately after giving effect to such Acquisition; (c) immediately after giving effect thereto, Available Liquidity shall be greater than or equal to $25,000,000; 91 (d) the Person acquired shall either (i) be a wholly-owned Domestic Subsidiary, or be merged into SEI or an SEI Guarantor, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be SEI or a SEI Guarantor), or (ii) be a wholly-owned Subsidiary of one or both of the PR Borrowers or of a PR Guarantor, or be merged into a PR Borrower or a PR Guarantor, immediately upon the consummation of the Acquisition (or if assets are being acquired, the acquiror shall be a PR Borrower or a PR Guarantor), provided that the aggregate Cost of Acquisition of all Acquisitions permitted under this part (d)(ii) shall not exceed $30,000,000; (e) either: (i) after giving pro forma historical effect to such Acquisition, the Consolidated Leverage Ratio shall be less than or equal to 3.00 to 1.00 and the Consolidated Senior Secured Leverage Ratio shall be less than or equal to 1.75 to 1.00, which shall be demonstrated in a Compliance Certificate delivered pursuant to subsection (f)(ii) below or, in the event no such Compliance Certificate is required and the Cost of Acquisition of such Acquisition exceeds $5,000,000, in compliance on a Pro Forma Basis separate calculation provided to the Administrative Agent, or (ii) the Cost of Acquisition of such Acquisition, when combined with the Cost of Acquisition of all other Acquisitions consummated since the beginning of the then-current fiscal year, does not exceed the sum of (A) $75,000,000, and (B) the amount permitted by this subsection (e)(ii) (without giving effect to any Acquisition consummated in reliance on subsection (e)(i)) but not used in each previous fiscal year (including cumulative carryovers) beginning with the fiscal year ending October 31, 2005; and (f) in the event the Cost of Acquisition of such Acquisition exceeds $20,000,000, SEI shall have furnished to the Administrative Agent (i) pro forma historical financial covenants set forth in Article VI recomputed statements as of the last day end of the most recently ended Fiscal Quarter completed fiscal year of SEI and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and (ii) a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements are available have been furnished pursuant to Section 5.06(a) or Section 6.01(a) or (b) giving effect to such Acquisition and all other Acquisitions since the Borrower last such certificate was delivered, which certificate shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time demonstrate that no Default or Event of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Default would exist immediately after giving effect thereto.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notEnter into any agreement, and will not permit contract, binding commitment or other arrangement providing for any Subsidiary toAcquisition, make or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, or Consummate any Acquisition unless such Acquisition satisfies all of the following conditionsunless: (ia) the Person to be (xor whose assets are to be) at the time of acquired does not oppose such Acquisition and immediately after giving effect thereto, the line or lines of business of the Person to be acquired either (i) constitute Core Businesses or (ii) consist of the sales of products to the same end-markets served by the Company and its Subsidiaries; (b) no Default or Event of Default shall have occurred and be continuing and (y) either immediately prior to or immediately after giving effect to such Acquisition; (c) after giving pro forma effect to such Acquisition and all Indebtedness incurred or repaid in connection therewith, (i) Pro Forma Availability shall be at least 25% of the Borrower is in compliance Aggregate Commitments for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto, or (ii) if Pro Forma Availability shall not be at least 25% of the Aggregate Commitments for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto, (A) Pro Forma Availability shall be at least 17.5% of the Aggregate Commitments for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto and (B) the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis pro forma basis giving effect to such Acquisition and any Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with the financial covenants set forth in Article VI recomputed Section 1.03(d) as of the last day of the most recently ended Fiscal Quarter for which financial statements are available Measurement Period shall be at least 1.10 to 1.00; and (and d) the Borrower Agent shall be deemed to have represented and warranted furnished to the Administrative Agent prior to the date on which any such Acquisition is to be consummated, a certificate of a Responsible Officer of the Borrower Agent, in form and substance reasonably satisfactory to the LendersAdministrative Agent, at (i) certifying that all of the time of requirements set forth above will be satisfied on or prior to the consummation of such Acquisition, that the foregoing clauses (x) Acquisition and (y) are true and correct); (ii) at least five a reasonably detailed calculation of item (5c) Business Days before above (and such certificate shall be updated as necessary to make it accurate as of the date the Acquisition is consummated). Except as otherwise provided in the definitions of “Accounts Formula Amount” and “Inventory Formula Amount”, none of the Accounts or Inventory of any Person acquired or created in an Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or shall be included in excess the calculation of $30,000,000, the Borrower delivers to Borrowing Base until the Administrative Agent has conducted Field Exams and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements appraisals reasonably required by Section 5.10 herein within it with results reasonably satisfactory to the time period required under Section 5.10Agent and the Person owning such Accounts or Inventory shall be a (directly or indirectly) wholly-owned Subsidiary of the Company and have become a Borrower.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will not shall permit any Subsidiary of Borrower to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition Acquisitions; provided, however, if immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default Default, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (a) Lenders shall have occurred received written notice at least 30 Business Days prior to the date of such Acquisition, (b) if the Acquisition Consideration for such Acquisition exceeds $20,000,000, the Administrative Lender shall have received at least 20 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and be continuing and (y) immediately after giving effect to such the proposed Acquisition, (c) the Borrower is assets, property or business acquired shall be in compliance on the business described in SECTION 4.1(d) hereof, (d) if such Acquisition results in a Pro Forma Basis Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with the financial covenants set forth Subsidiary Guaranty, and (e) if such Acquisition results in Article VI recomputed a Foreign Subsidiary, (A) 66% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations pursuant to a Pledge Agreement and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Lender shall reasonably request in connection with clause (A) immediately preceding. Notwithstanding anything in this SECTION 7.6 or any other provision of this Agreement to the last day contrary, the Acquisition Consideration for any single Acquisition shall not exceed $40,000,000, and (b) the aggregate amount of the most recently ended Fiscal Quarter for which financial statements are available (expenditures in respect of Acquisitions of, and Investments in, Foreign Subsidiaries by the Borrower shall be deemed to have represented and warranted not exceed (calculated immediately prior to the Administrative Agent and the Lenders, date of each such Investment or Acquisition) 50% of Net Worth at the any time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10outstanding.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will And shall not permit any Subsidiary to, make purchase or acquire or incur liability for the purchase or acquisition of any Acquisition unless such Acquisition satisfies or all of the assets or business of any person, firm or corporation (except in connection with Capital Expenditures permitted under Paragraph 8(j) below and Permitted Acquisitions) without the prior written consent of not less than two Lenders holding fifty one percent (51%) of the Percentage Shares; provided, however, that during each fiscal year Permitted Acquisitions and other Acquisitions approved by such Lenders pursuant to this Paragraph 8(d) shall be subject to the following conditionsadditional limitations: (i1) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such AcquisitionThe Parent, the Borrower is Company and other Subsidiaries of the Parent (including Foreign Subsidiaries) may only consummate or enter into any binding commitment to consummate Permitted Acquisitions and other Acquisitions approved by the Lenders pursuant to this Paragraph 8(d) in compliance which the total aggregate Acquisition Expenditures do not and will not exceed, when added to the aggregate amount of all Acquisition Expenditures incurred by the Parent, the Company and other Subsidiaries of the Parent (including Foreign Subsidiaries) on a Pro Forma Basis with or after June 30, 2005, $100,000,000.00. (2) Subject to the financial covenants overall limitations set forth in Article VI recomputed as subparagraph (1) above, Foreign Subsidiaries may only consummate or enter into any binding commitment to consummate Permitted Acquisitions and other Acquisitions approved by the Lenders pursuant to this Paragraph 8(d) in which the total aggregate Acquisition Expenditures do not and will not exceed, when added to the aggregate amount of all Acquisition Expenditures incurred by any Foreign Subsidiary of the last day Parent on or after June 30, 2005, $50,000,000.00. (3) In addition to the foregoing limitations: (i) the aggregate amount of Acquisition Expenditures with respect to any single acquisition or series of related acquisitions consummated by the Parent, the Company or other Subsidiaries of the most recently ended Fiscal Quarter for which financial statements are available Parent (other than Foreign Subsidiaries) shall not exceed $25,000,000.00, and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before the aggregate amount of Acquisition Expenditures with respect to any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to single acquisition or in excess series of related acquisitions consummated by any Foreign Subsidiary of the Parent shall not exceed $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety12,500,000.00. (j4) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.In no event shall the Company or the Parent acquire, whether through purchase, merger, consolidation or otherwise, or otherwise be or become the direct holder of the

Acquisitions. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any Acquisition unless such Acquisition satisfies all acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the ordinary course of business; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the following conditionsBorrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) the Aggregate Consideration for all Acquisitions (xother than TV/Radio Acquisitions) at permitted under this clause (e) and consummated after the time Fifth RestatementSecond Amendment Effective Date shall not exceed $100,000,000; (ii) (A) in the case of such Acquisition Acquisitions other than TV/Radio Acquisitions under this clause (e), both immediately prior to and immediately after giving effect theretoto such Acquisition, no Default or Event of Default shall have occurred and be continuing (and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period) and (yB) in the case of TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such TV/Radio Acquisition, no Default shall have occurred and be continuing (and, in the case of such TV/Radio Acquisition, the Borrower is shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11(b) and the Total Indebtedness Ratio required under Section 7.11(c) at such time, in each case calculated on a Pro Forma Basis with pro forma basis as if such Acquisition had been consummated on the financial covenants set forth in Article VI recomputed as of the last first day of the most recently ended Fiscal Quarter for which financial statements are available relevant period); (iii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall be deemed to have represented provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and warranted copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent and or the Required Lenders, at as the time of consummation of case may be, in its (or their) reasonable judgment to the effect that such Acquisitiontransfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the foregoing clauses (x) and (y) are true and correct)Borrower or such Subsidiary; (iiv) at least five (5) Business Days before any if the Aggregate Consideration for such Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) is equal to or in excess of greater than $30,000,00015,000,000, the Borrower delivers shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (vi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and Lenders substance to the Administrative Agent; (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition Information Packageas the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (iiig) additional acquisitions of property or assets made after the Borrower Fifth RestatementSecond Amendment Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall deliver to Administrative Agent not exceed $200,000,000400,000,000 in the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.aggregate; and

Acquisitions. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any Acquisition unless such Acquisition satisfies all acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the ordinary course of business; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the following conditionsBorrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) (x) at the time of such Acquisition both immediately prior to and immediately after giving effect theretoto such Acquisition, (A) no Default or Event of Default shall have occurred and be continuing and (yB) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to in compliance with the Administrative Agent and First Lien Indebtedness Ratio required under Section 7.11 at such time, calculated on a pro forma basis as if such Acquisition had been consummated on the Lenders, at first day of the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct)relevant period; (ii) at least five each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (5A) Business Days before any an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition for have not been contested by a total consideration third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including cashthe exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, stockthe Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, personal propertyas the case may be, debt assumedin its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, contingent consideration as the case may be, and other propertythat such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or in excess of greater than $30,000,00015,000,000, the Borrower delivers shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and Lenders substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition Information Packageas the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (iiig) additional acquisitions of property or assets made after the Borrower Third Amendment Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall deliver to Administrative Agent not exceed $500,000,000 in the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10aggregate.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, make make, in one or more transactions, any (a) Acquisition during the fiscal year ending on December 31, 1997 (excluding the Regency Tender and the Regency Merger), unless (i) the Acquisition is of a Restricted Subsidiary or of the assets of a Domestic Entity, (ii) the Acquisition (A) is set forth on SCHEDULE 14 hereto or (B) the aggregate Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 14 hereto does not exceed $5,000,000 in principal amount, and (iii) such Restricted Subsidiary becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement; or (b) Acquisition satisfies of a Foreign Subsidiary, unless (i) the Acquisition is set forth on SCHEDULE 11 hereto or (ii) if the Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 11 hereto, together with the aggregate amount of obligations incurred in respect of Guaranties and letters of credit pursuant to SECTION 7.1(i) hereof and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed $5,000,000, and (iii) to the extent such Foreign Subsidiary is not a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the following conditions: (i) (x) at capital stock of, or other equity interest in, such Foreign Subsidiary owned by the time pledgor or such lesser amount such that in any case not more than 66% of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as all of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower capital stock of, or other equity interest in, such Foreign Subsidiary, shall be deemed pledged pursuant to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Foreign Subsidiary Pledge Agreement.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notNo Company shall effect an Acquisition; provided, and will not permit any Subsidiary tohowever, make any that a Credit Party may effect an Acquisition unless such Acquisition satisfies all with the prior written consent of the following conditionsRequired Lenders or so long as: (a) in the case of a merger, amalgamation or other combination including Borrower, Borrower shall be the surviving entity; (b) in the case of a merger, amalgamation or other combination including a Credit Party (other than Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar to that of the Credit Parties or a reasonable extension thereof; (d) Borrower shall have provided to Agent and the Lenders, at least ten (10) Business Days prior to such Acquisition, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Borrower showing (i) pro forma compliance with Section 5.7 hereof, both before and after the proposed Acquisition, (xit being understood that, in the calculation of Fixed Charge Coverage Ratio, (A) at the time EBITDA of the business to be acquired shall be included in Consolidated EBITDA as if the Acquisition had been completed on the first day of the measurement period, (B) Consolidated Interest Expense shall be recalculated as if any debt incurred or assumed as a result of the Acquisition had been in place for the entire measurement period, and (C) aside from the adjustment in subparts (A) and (B) above, the fixed charges of the business to be acquired shall not be included in the calculation of Fixed Charge Coverage Ratio, and (ii) positive EBITDA for the acquired entity during the most recently completed four fiscal quarters of such Acquisition and immediately after giving effect thereto, entity; (e) no Default or Event of Default shall have occurred and be continuing and (y) immediately exist prior to or after giving effect to such Acquisition, ; (f) such Acquisition is not actively opposed by the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as board of directors (or similar governing body) of the last day of selling Persons or the most recently ended Fiscal Quarter for which financial statements Persons whose equity interests are available to be acquired; (and the g) Borrower shall be deemed have Liquidity of no less than Ten Million Dollars ($10,000,000) after giving effect to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that ; (h) the foregoing clauses aggregate amount of Consideration paid for any such Acquisition (xor related series of Acquisitions) and would not exceed Sixty-Five Million Dollars (y) are true and correct$65,000,000); (iii) at least five the aggregate Consideration (5exclusive of the issuance of equity) Business Days before any Acquisition paid for a total consideration all Acquisitions for all Companies, during the Commitment Period, would not exceed Seventy-Five Million Dollars (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package75,000,000); and (iiij) the Borrower shall deliver to Administrative Agent aggregate Consideration paid for all Acquisitions for all Companies, during the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Commitment Period, would not exceed One Hundred Fifty Million Dollars ($150,000,000).” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. (a) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (xnon-hostile); (ii) the total consideration for the Acquisition shall not exceed $50,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $100,000,000 in the aggregate; (iv) the business and assets subject to the Acquisition shall be in the same line of business as the Borrower and its Subsidiaries; (v) at the time of such Acquisition and immediately after giving effect theretothe Acquisition, no Unmatured Default or Event of and no Default shall have occurred and be continuing and exist; (yvi) immediately after giving effect to such Acquisition, the Borrower is in compliance on no Default shall exist as a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as result of the last day Acquisition; (vii) in the case of a merger of the most recently ended Fiscal Quarter for which financial statements are available (and Borrower, the Borrower shall be deemed to have represented the surviving entity; (viii) the Borrower and warranted to the Administrative affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the LendersLenders if required by Section 2.18(b); (ix) if the Person subject to the Acquisition becomes a Domestic Subsidiary, at and if required by Section 2.18(b), the time Domestic Subsidiary shall execute (A) a security agreement in any securities of consummation any Subsidiaries of such Acquisitionthe new Subsidiary, that (B) one or more security agreements in the foregoing clauses assets of the Domestic Subsidiary, and (C) a solidary (joint and several) guaranty of the Secured Obligations; (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000if required by the Agent, the Borrower delivers shall submit a legal opinion with respect to Administrative Agent and Lenders the Acquisition Information Packageto the Agent, in form and substance reasonably satisfactory to the agent; and and (iiixi) based on pro forma financial statements, the Borrower shall deliver to Administrative Agent have at least $15,000,000 of availability under the documentation and agreements required by Section 5.10 herein within Revolving Loan Commitment immediately following the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entiretyAcquisition. (jb) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached heretoParent will not make any Acquisition of any Person, except for the Acquisition of all of the membership interest of the Borrower. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notNo Company shall effect an Acquisition; provided, and will not permit however, that any Subsidiary to, make any Company may effect an Acquisition unless such Acquisition satisfies all of the following conditionsso long as: (ia) in the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (xb) at in the time case of such Acquisition and immediately after giving effect theretoa merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar to the lines of business of any Company; (d) no Default or Event of Default shall have occurred and be continuing and (y) immediately exist prior to or after giving effect to such Acquisition, ; (e) in the Borrower is case of an Acquisition in compliance on a Pro Forma Basis with which the financial covenants aggregate Consideration to be paid shall be greater than Five Million Dollars ($5,000,000) and such Acquisition does not meet the requirements set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available either subsection (and the Borrower f) or (g) below, TCC shall be deemed have provided to have represented and warranted to the Administrative Agent and the Lenders, at least twenty (20) days prior to such Acquisition, historical financial statements of the target entity; (f) if, at the time of consummation of such Acquisition, that (i) the foregoing clauses Leverage Ratio (xafter giving effect to Funded Indebtedness resulting from such Acquisition) shall be less than 2.00 to 1.00 and (yii)(A) are true and correct); (ii) at least five (5) Business Days before any the aggregate Consideration to be paid for such Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) shall be equal to or greater than Twenty Million Dollars ($20,000,000) or (B) the aggregate Consideration to be paid for such Acquisition, when added to the aggregate Consideration paid for all Acquisitions made during the previous twelve-month period (excluding the aggregate Consideration paid in excess connection with the Biocompatibles Acquisition and any other Acquisitions completed prior to the Closing Date) shall be greater than or equal to Forty Million Dollars ($40,000,000), then TCC shall have (1) received the prior written consent of $30,000,000, the Borrower delivers to Administrative Agent and the Required Lenders and (2) provided to Agent and the Acquisition Information PackageLenders, at least twenty (20) days prior to such Acquisition, historical financial statements of the target entity accompanied by a certificate of a Financial Officer of TCC showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition; and (iiig) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within if, at the time period required under Section 5.10.” of such Acquisition, (i) The Credit Agreement is hereby amended the Leverage Ratio (after giving effect to Funded Indebtedness incurred in connection with such Acquisition) shall be greater than or equal to 2.00 to 1.00 and (ii) (A) the aggregate Consideration to be paid for such Acquisition shall be equal to or greater than Fifteen Million Dollars ($15,000,000) or (B) the aggregate Consideration to be paid for such Acquisition, when added to the aggregate Consideration paid for all Acquisitions made during the previous twelve-month period (excluding the aggregate Consideration paid in connection with the Biocompatibles Acquisition and any other Acquisitions completed prior to the Closing Date) shall be greater than or equal to Thirty Million Dollars ($30,000,000), then TCC shall have (1) received the prior written consent of Agent and the Required Lenders and (2) provided to Agent and the Lenders, at least twenty (20) days prior to such Acquisition, historical financial statements of the target entity accompanied by deleting Exhibit E attached thereto in its entiretya certificate of a Financial Officer of TCC showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary of the Subsidiaries to, make acquire or enter into any Acquisition unless such Acquisition satisfies agreement to acquire (a) any Person or Facility, (b) all or substantially all of the following conditions: assets of any Person or (c) except in the ordinary course of business, assets that are, taken as a whole, substantial in relation to the Borrower, in each case unless (i) the Person or Facility to be acquired is in, or the assets to be acquired are used in, substantially the same line of business as or a line of business reasonably related or complementary to the businesses presently engaged in by the Borrower and the Subsidiaries, and (ii) on each occasion when the aggregate amount of cash expended and Indebtedness assumed in connection with acquisitions permitted pursuant to this Section 6.08 shall have exceeded $50,000,000 and each multiple of $5,000,000 in excess thereof during any Fiscal Year, the Borrower shall have furnished to the Administrative Agent a certificate prepared and certified by a Financial Officer on a historical pro forma basis giving effect to all such acquisitions consummated during the applicable Fiscal Year, which certificate shall demonstrate (x) at that no Default or Event of Default would exist immediately after giving effect thereto and (y) that the time Leverage Ratio would be equal to or less than the Leverage Ratio set forth in the most recent certificate of a Financial Officer delivered pursuant to Section 5.01(b)(iv), in each case immediately after giving effect to all such Acquisition and acquisitions; provided, however, that (1) no acquisition shall be permitted under this Section 6.08 if a Default or Event of Default would exist immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y2) immediately after giving effect the aggregate amount of cash expended and Indebtedness assumed in connection with acquisitions permitted pursuant to such Acquisitionthis Section 6.08 shall not exceed (X) at any time prior to the first anniversary of the Effective Date, $60,000,000 during any Fiscal Year and (Y) otherwise, $180,000,000 during any Fiscal Year. Notwithstanding the foregoing provisions of this Section, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower Subsidiaries shall be deemed permitted to have represented and warranted to engage in the Administrative Agent Birmingham Hospital Transactions, and the Lenders, at the time Birmingham Hospital Transactions shall be disregarded for purposes of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by calculations under this Section 5.10 herein within the time period required under Section 5.106.08.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies all of the following conditionsAcquisitions, unless: (i) Borrower is the surviving entity (xif a party to such transaction), (ii) at the time assets so acquired will not be subject to any Lien following the effective date of such Acquisition and immediately after giving effect theretocombination, except for Liens that are otherwise permitted pursuant to Section 5.1, (iii) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (iv) the property acquired (or the property of the person acquired) in such Acquisition is used or useful in the same, similar, complementary or a related line of business as Borrower and its Subsidiaries were engaged in on the Closing Date (yor any reasonable extensions or expansions thereof), (v) unless the consideration for such Acquisition is comprised solely of Borrower’s common stock, the board of directors (or other comparable governing body) of the person being acquired, merged or consolidated shall have duly approved such acquisition, merger or consolidation, (vi) Borrower shall have delivered financial statements and other information relating to the person being acquired as Bank may reasonably request, (vii) immediately prior to, and after giving pro forma effect to such Acquisition, the Borrower is and remains in compliance on a an actual and Pro Forma Basis with the financial covenants set forth in Article VI recomputed as Sections 4.6, 4.7 and 4.8 hereof, and (viii) with respect to any single Acquisition (or series or related Acquisitions) in which the Total Consideration is greater than or equal to Twenty-Five Million Dollars ($25,000,000), Borrower shall have provided to Bank, not later than two (2) Business Days prior to the earlier of the last day date of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation public announcement of such Acquisition, that or the foregoing clauses closing of such Acquisition: (A) written notice of such its intent to consummate such Acquisition, including (x) the Total Consideration paid or payable for such Acquisition, and (y) are true a summary as to the material terms and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cashconditions of such Acquisition, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iiiB) a Pro Forma Compliance Certificate with respect thereto, which shall include, in addition to the Borrower requirements set forth in the definition of Pro Forma Compliance Certificate, a certification that no Event of Default shall deliver to Administrative Agent the documentation have occurred and agreements required by Section 5.10 herein within the time period required under Section 5.10be continuing or would result from such Acquisition.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower Without the consent of each Lender the Company will not, and will not permit any Subsidiary its Subsidiaries to, make any Acquisition unless such Acquisition satisfies acquire all or substantially all of the following conditions:assets or capital stock of another Person (as used in this Section 7.6, an "Acquisition") other than the Lavalife Acquisition and the My Choice Medical Acquisition unless; (ia) the aggregate amount of cash and noncash consideration (xincluding Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) at paid by the time Company and its Subsidiaries shall not exceed $25,000,000 for any single such Acquisition or related series of Acquisitions other than the Lavalife Acquisition and the My Choice Medical Acquisition; (b) the aggregate amount of cash and non-cash consideration (including any Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries for all Acquisitions during any fiscal year (commencing with its fiscal year ending June 30, 2006) shall not exceed $50,000,000; (c) the board of directors of the target entity ("Target") shall have approved such Acquisition (to such extent such board approval is required) and the Target shall have had Cash EBITDA of not less than negative $5,000,000 for the 12 months preceding the Acquisition; (d) the Company shall have provided each Lender with such historical and pro forma financial information with respect to such Acquisition as any Lender (through the Agent) shall reasonably request; (e) after giving effect to such Acquisition the Company shall be in pro forma compliance with all of the financial covenants contained in Section 7 hereof; (f) after giving effect to such Acquisition and immediately after giving effect thereto, for a period of 90 days thereafter there shall be Unused Availability hereunder in a minimum equal to 20% of the Total Commitment; and (g) no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on or would occur as a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation result of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make Consummate any Acquisition unless without the prior written consent of the Required Lenders except for: (a) any Acquisition (x) to the extent funded with (i) proceeds resulting from the issuance of common Equity Interests of Parent or Borrower or cash capital contributions on account of common Equity Interests of the Parent or Borrower or (ii) Equity Interests of Parent or Borrower or (y) to the extent not funded pursuant to clause (x), in an aggregate amount made from time to time after the Closing Date not to exceed $30,000,000 minus the aggregate amount of Investments made from and after the Closing Date pursuant to Section 10.2.4(k) to the extent outstanding; (b) any Acquisition to the extent not permitted under clause (a) above (other than with respect to an Excluded Subsidiary) so long such Acquisition satisfies all of the following conditionsconditions precedent: (i) (x) at the time of such Acquisition immediately before and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such any Acquisition, either: (1) (x) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter period of four consecutive fiscal quarters for which financial statements are available (and the Borrower shall be deemed available, on a pro forma basis giving effect to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and is less than (y) the Total Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are true and correct)available, without giving pro forma basis giving effect to such acquisition, by at least 0.50:1.00; or (2) the Total Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pro forma basis giving effect to such acquisition, is less than 1.50:1.00; (ii) at least five all applicable requirements of Sections 10.1.3(b) and 10.1.12 shall have been satisfied; (5iii) Business Days before any Agent shall have received such other documents as may be reasonably requested by the Agent in connection with such Acquisition; (iv) Agent shall have received a copy of the fully executed acquisition agreement and all amendments thereto (each, as amended, an “Acquisition for a total consideration (including cashAgreement”), stock, personal property, debt assumed, contingent consideration and other property) equal relating to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information PackageAcquisition; and (iiiv) Agent shall have received copies of the Borrower material documents evidencing the closing of the transactions contemplated by such Acquisition Agreement; and (c) to the extent constituting an Acquisition, the Acquisition of Equity Interests of an Excluded Subsidiary on or prior to the Second Amendment Effective Date. Obligors shall deliver (or cause to Administrative be delivered) to Collateral Agent evidence reasonably satisfactory to Required Lenders that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the documentation applicable Acquisition shall have been obtained, and agreements required by Section 5.10 herein within all applicable waiting periods and appeal periods shall have expired, in each case without the time period required under Section 5.10imposition of any burdensome conditions.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any No Company shall effect an Acquisition; provided that a Company may effect an Acquisition unless with the prior written consent of the Required Lenders or so long as such Acquisition satisfies meets all of the following conditionsrequirements: (ia) in the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity (xand in all cases, Epiq shall be a surviving entity); (b) at in the time case of such Acquisition and immediately after giving effect theretoa merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar to the lines of business of the Credit Parties or a reasonable extension thereof; (d) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition; (e) Borrowers shall have occurred provided to Agent and the Lenders, at least ten Business Days prior to such Acquisition (or, if the aggregate Consideration paid for such Acquisition is less than Fifteen Million Dollars ($15,000,000), within five Business Days after the completion of such Acquisition), historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Epiq showing (i) pro forma compliance with Sections 5.7 and 5.13(g) through (j) hereof, both before and after the proposed Acquisition, (it being understood that, in the calculation of Fixed Charge Coverage Ratio, (A) the EBITDA of the business to be continuing acquired shall be included in Consolidated EBITDA as if the Acquisition had been completed on the first day of the measurement period, (B) Consolidated Interest Expense shall be recalculated as if any debt incurred or assumed as a result of the Acquisition had been in place for the entire measurement period, and (yC) immediately aside from the adjustment in subparts (A) and (B) above, the fixed charges of the business to be acquired shall not be included in the calculation of Fixed Charge Coverage Ratio, and (ii) positive EBITDA for the acquired entity during the most recently completed four fiscal quarters of such entity; (f) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (g) Borrowers shall have Liquidity of no less than Ten Million Dollars ($10,000,000) after giving effect to such Acquisition, ; (h) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as aggregate amount of (i) cash Consideration (exclusive of the last day issuance of the most recently ended Fiscal Quarter equity) paid for which financial statements are available any such Acquisition (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lendersor related series of Acquisitions) would not exceed Eighty Million Dollars ($80,000,000), at the time of consummation of such Acquisition, that the foregoing clauses (x) and (yii) are true and correctConsideration paid for any such Acquisition (or related series of Acquisitions) would not exceed One Hundred Twenty-Five Million Dollars ($125,000,000); (iii) at least five the aggregate cash Consideration (5exclusive of the issuance of equity) Business Days before any Acquisition paid for a total consideration all Acquisitions for all Companies, during the Commitment Period, would not exceed One Hundred Thirty Million Dollars (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package130,000,000); and (iiij) the Borrower shall deliver to Administrative Agent aggregate Consideration paid for all Acquisitions for all Companies, during the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Commitment Period, would not exceed Two Hundred Million Dollars ($200,000,000).” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The (a) When Borrower or any of its Subsidiaries desires to make an Acquisition, Borrower shall deliver, or cause to be delivered, to Agent and each Lender an acquisition summary with respect to the Target and such potential Acquisition, such summary to include a reasonably detailed description of the Target, its business (including financial information) and operating results (including financial statements), the scope and results of Borrower's due diligence inspections and investigations and the terms and conditions, including economic terms, of the proposed Acquisition. Borrower will not, not consummate and will not permit any Subsidiary to, make to consummate any Acquisition unless such Acquisition satisfies all without the prior written consent of Requisite Lenders if the sum of the following conditions:gross purchase price (including the value of any non-cash component thereof and non- compete payments) and all closing costs (collectively, "Acquisition Cost") to be paid for the Target to be paid by Borrower and its Subsidiaries is greater than $3,000,000. (b) It is understood and agreed that (i) each Lender's decision to consent to an Acquisition shall be based upon such Lender's evaluation and approval of the business and financial condition of the Target and review and approval of the Acquisition Documents in connection with the proposed Acquisition; (xii) at the time each transaction must be structured as an asset purchase by, or merger with, a Subsidiary of such Acquisition Borrower or a stock purchase by Borrower or a Subsidiary of Borrower and immediately after giving effect thereto, no Default or Event of Default (iii) Agent shall have occurred and be continuing and (yreceived an Availability Certificate as required by subsection 4.2(d) immediately and, after giving effect to such AcquisitionLoan, the Borrower is in compliance on a Pro Forma Basis with Maximum Revolving Loan Balance exceeds the financial covenants set forth in Article VI recomputed as outstanding principal balance of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct);Revolving Loans by not less than $250,000. (iic) at least Within five (5) Business Days before after receipt of the summary, Agent will notify Borrower if it or any Lender reasonably requires any additional information with respect to the proposed Acquisition for a total consideration and the Target which is the subject thereof. No later than the later of (including cashx) ten (10) Business Days after Agent's receipt of the acquisition summary and additional information as Agent or any Lender shall reasonably request if the amount of the Revolving Loan to finance such Acquisition is less than $5,000,000 and (y) twenty (20) Business Days after such receipt if the amount of the Revolving Loan so required is $5,000,000 or more, stockAgent will notify Borrower, personal propertyin writing, debt assumedwhether or not Requisite Lenders approve or disapprove of the proposed Acquisition on the terms set forth in the acquisition summary. Any failure on the part of Requisite Lenders either to approve or disapprove, contingent consideration and other property) equal to or in excess of $30,000,000writing, the Borrower delivers proposed Acquisition within said ten (10) or twenty (20) Business Day period, as applicable, shall constitute disapproval by Requisite Lenders of such Acquisition on the terms and conditions set forth in the acquisition summary. If there is any material change to Administrative Agent and Lenders the terms of the proposed Acquisition Information Package; and (iii) or any adverse change to the Target which is the subject of such proposed Acquisition, Borrower shall deliver notify Agent of the same and further approval will be required, which approval will be granted or denied within five (5) Business Days of receipt of written notice of such material change. Any failure on the part of Requisite Lenders either to Administrative Agent the documentation and agreements required by Section 5.10 herein approve or disapprove within the time said five (5) Business Day period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entiretyshall constitute Requisite Lenders' disapproval. (jd) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto foregoing provisions do not impair, vitiate or affect the conditions to Lenders' obligations to fund Loans as provided in its entirety and substituting in lieu thereof Exhibit A attached heretoArticle II of this Agreement. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, make make, in one or more transactions, any (a) Acquisition (i) during the fiscal year ending on December 31, 1997 (excluding the Regency Tender and the Regency Merger), unless (A) the Acquisition is of a Restricted Subsidiary or of the assets of a Domestic Entity, (B) the Acquisition (1) is set forth on SCHEDULE 14 hereto or (2) the aggregate Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 14 hereto does not exceed $5,000,000 in principal amount, and (C) such Restricted Subsidiary and its Restricted Subsidiaries, if any, becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any, (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement, or (ii) during any fiscal year thereafter, unless (A) the Acquisition satisfies is set forth on SCHEDULE 14 hereto or (B)(1) the Acquisition is of a Restricted Subsidiary or of the assets of a Domestic Entity, (2) the Acquisition Consideration therefor is less than (y) $75,000,000 or (z) $100,000,000 if the Leverage Ratio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1, (3) the sum of the Acquisition Consideration therefor, together with the Acquisition Consideration given for all other such Acquisitions during such fiscal year, is less than (y) $125,000,000 or (z) $200,000,000 if the Leverage Ratio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1 and (4) such Restricted Subsidiary and its Restricted Subsidiaries, if any, becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement; or (b) Acquisition of a Foreign Subsidiary, during (i) the fiscal year ending December 31, 1997, unless (A) the Acquisition is set forth on SCHEDULE 11 hereto or (B) if the Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 11 hereto, together with the aggregate amount of obligations incurred in respect of Guaranties and letters of credit pursuant to SECTION 7.1(i) hereof and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed $5,000,000, and (C) to the extent such Foreign Subsidiary is not a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the following conditions: capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in any case not more than 66% of all of the capital stock of, or other equity interest in, such Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement, or (iii) any fiscal year thereafter, unless (xA) at the time of Acquisition Consideration for all such Acquisition and immediately after giving effect theretoAcquisitions, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis together with the financial covenants set forth aggregate amount of obligations incurred in Article VI recomputed respect of Guaranties and letters of credit pursuant to SECTION 7.1(i) and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed (1) $60,000,000 or (2) $75,000,000 if the Leverage Ratio as of the last day end of any fiscal quarter during such fiscal year is less than 5.50 to 1, (B) the Acquisition Consideration for any single Acquisition or series of related Acquisitions does not exceed $30,000,000 and (C) to the extent such Foreign Subsidiary is not a Subsidiary of a Foreign Subsidiary, an amount of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed capital stock of such Foreign Subsidiary necessary to have represented and warranted to cause the Administrative Agent to have a security interest in, and pledge of, all of the Lenderscapital stock of, at or other equity interest in, such Foreign Subsidiary owned by the time pledgor or such lesser amount such that in any case not more than 66% of consummation all of the capital stock of, or other equity interest in, such AcquisitionForeign Subsidiary, that the foregoing clauses (x) and (y) are true and correct);shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement. (iimm) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess SECTION 7.9 of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.to read as follows:

Acquisitions. The Borrower will Parent shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition Acquisitions; provided, however, if immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default Default, the Parent or any of its Subsidiaries may make Acquisitions so long as (a) Lenders shall have occurred received written notice at least 30 Business Days prior to the date of such Acquisition, (b) if the Acquisition Consideration for such Acquisition exceeds $20,000,000, (A) the Administrative Agent shall have received at least 20 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with proposed Acquisition and (B) notwithstanding the financial covenants calculation of Applicable Margin set forth in Article VI recomputed SECTION 1.1 hereof, the commitment fee set forth in SECTION 2.4(a) hereof or the fee for Letters of Credit set forth in SECTION 2.15(f)(i) hereof, the Applicable Margin, such commitment fee and such Letter of Credit fee shall be adjusted effective as of the last day date of such Acquisition based on a pro forma calculation of the most recently ended Fiscal Quarter Leverage Ratio for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to four fiscal quarters immediately preceding the Administrative Agent and the Lenders, at the time of consummation date of such Acquisition, that (c) the foregoing clauses assets, property or business acquired shall be in the business described in SECTION 4.1(d) hereof, (xd) if such Acquisition results in a Domestic Subsidiary directly owned by the Parent or a Domestic Subsidiary of the Parent, (A) such Subsidiary shall execute a Subsidiary Guaranty and (yB) are true the Lenders receive such board resolutions, officer's certificates and correct); opinions of counsel as the Administrative Agent shall reasonably request in connection with the Subsidiary Guaranty, (iie) at least five if such Acquisition results in a Foreign Subsidiary, (5A) Business Days before 66% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations pursuant to a Pledge Agreement and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with clause (A) immediately preceding and (f) the Person or assets being acquired shall have had EBITDA (but calculated with respect to such Person or assets) of greater than zero for the twelve-month period immediately preceding the date of Acquisition. Notwithstanding anything in this SECTION 7.6 or any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal provision of this Agreement to or in excess of $30,000,000the contrary, the Borrower delivers to Administrative Agent Acquisition Consideration for any single Acquisition shall not exceed $40,000,000, and Lenders the Acquisition Information Package; and (iiib) the Borrower aggregate amount of expenditures made on and after the Agreement Date in respect of Acquisitions of, and Investments made on and after the Agreement Date in, Foreign Subsidiaries by the Parent shall deliver not exceed (calculated immediately prior to Administrative Agent the documentation and agreements required by Section 5.10 herein within the date of each such Investment or Acquisition) 50% of Net Worth at any time period required under Section 5.10outstanding.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower None of the Loan Parties will not, and will not permit any Subsidiary to, make consummate any Acquisition unless such Acquisition satisfies all of other than Acquisitions which satisfy the following conditionsconditions precedent: (ia) the Acquisition of Equity Interests shall require the acquisition of all (xbut not less than all) at of the time of such Acquisition Equity Interests in and immediately after giving effect thereto, to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing and or, on a pro forma basis, would reasonably be expected to result from such Acquisition (yto be demonstrated by pro forma financial statements giving effect to such Acquisition); (c) immediately the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that the Leverage Ratio does not exceed 2.00 to 1.00; and (d) all of the requirements of Sections 5.03(b) and 6.12 hereof shall have been satisfied; (e) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition; HOU:0050320/00182:1451919v12 (f) Administrative Agent shall have received a copy of the fully executed acquisition agreement (each a “Purchase Agreement”), relating to the Acquisition, which Purchase Agreement shall be in form and substance reasonably satisfactory to the Borrower is in compliance on a Pro Forma Basis with Required Lenders, and the financial covenants closing terms and conditions set forth in Article VI recomputed as such Purchase Agreement shall not have been materially amended or waived without prior approval by the Administrative Agent (such approval not to be unreasonably withheld or delayed); (g) Administrative Agent shall have received copies of the last day material documents evidencing the closing of the most recently ended Fiscal Quarter for transactions contemplated by such Purchase Agreement, which financial statements are available documents shall be in form and substance reasonably satisfactory to the Administrative Agent; and (and the h) Borrower shall be deemed to have represented and warranted deliver to the Administrative Agent and evidence reasonably satisfactory to the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent that all consents and Lenders approvals required to be obtained from any Governmental Authority or other Person in connection with the applicable Acquisition Information Package; and (iii) shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10imposition of any burdensome conditions.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. None of the Loan Parties will consummate any Acquisition without the prior written consent of the Required Lenders except (x) Investments permitted by Section 6.04(h) and (y) Acquisitions that satisfy the following conditions precedent (each a “Permitted Acquisition”): (a) The Borrower will nottotal cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and will not permit any Subsidiary tothe aggregate amounts paid or to be paid under non-compete, make any Acquisition unless such Acquisition satisfies consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the following conditions: Loan Parties for any such purchase or other acquisition shall not exceed the greater of (i) $40,000,000 and (xii) at the time lesser of (A) an amount equal to twenty percent (20%) of the Revolving Commitments and (B) $70,000,000 in any one transaction or series of related transactions and, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for all other purchases or acquisitions made by the Loan Parties pursuant to this Section 6.17, $120,000,000 in the aggregate in any fiscal year, excluding in each such case, any amount exclusively financed through the issuance of Equity Interests (other than Disqualified Capital Stock) and/or funding of capital contributions (other than with the proceeds of Disqualified Capital Stock or Covenant Cure Payments) after the Effective Date for the specific purpose of financing such acquisition; (b) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (c) immediately before and immediately after giving effect theretoto any Acquisition, no Default or Event of Default shall have occurred and be continuing and continuing; (yd) the Administrative Agent shall have received reasonably satisfactory evidence that immediately after giving effect to such Acquisitionpurchase or other acquisition, the Borrower is Loan Parties shall be in pro forma compliance (including with respect to Indebtedness outstanding on a Pro Forma Basis such date of calculation, including ​ ​ ​ ​ Indebtedness incurred with respect to such purchase or other acquisition) with the financial covenants set forth in Article VI recomputed as Section 5.13 , such compliance to be determined on the basis of the last day of the Compliance Certificate most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted delivered to the Administrative Agent and the Lenders, at Lenders pursuant to Section 5.01 (c) as though such Acquisition had been consummated as of the time first day of consummation the trailing four fiscal quarter period ending on the date of such Acquisition, that financial statement; (e) all of the foregoing clauses (xapplicable requirements of Sections 5.03(b) and 6.12 shall have been satisfied (y) are true and corrector will be satisfied within the applicable time periods specified therein); (iif) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition; (g) Lenders shall have received a copy of the fully executed acquisition agreement and Lenders all amendments thereto (each, as amended, an “Acquisition Agreement”), relating to the Acquisition; (h) Administrative Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by such Acquisition Information PackageAgreement; and (iiii) the Borrower shall deliver (or cause to be delivered) to the Administrative Agent evidence reasonably satisfactory to the documentation Administrative Agent that all consents and agreements approvals required by Section 5.10 herein within to be obtained from any Governmental Authority or other Person in connection with the time period required under Section 5.10applicable Acquisition shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, and that the applicable Acquisition is being consummated in accordance with all laws, regulations and orders of any Governmental Authority applicable to it, in each case without the imposition of any burdensome conditions.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will Company shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditionsmake, in one or more transactions: (a) any Acquisition of Domestic Subsidiaries unless (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately or would occur after giving effect to such Acquisition, (ii) the Borrower is in compliance on a Pro Forma Basis with sum of (A) the financial covenants set forth in Article VI recomputed as aggregate Acquisition Consideration (other than capital stock of the last day Company) (including, without limitation, costs associated with Pooling Acquisitions) for such Acquisitions, plus (B) the Capital Expenditures paid or incurred in connection with such Acquisitions, shall not exceed in aggregate amount during each fiscal year, 15% of Tangible Net Worth of the most recently ended Fiscal Quarter for which financial statements are available Company immediately prior to any such Acquisition, and (iii) such Domestic Subsidiary (other than Acquisition Subsidiaries), concurrently with its being acquired, executes a Security Agreement and a Subsidiary Guaranty, causes the Borrower shall Administrative Lender to be deemed granted a first and prior security interest in 100% of the capital stock of such Domestic Subsidiary (if it will be a Material Subsidiary) pursuant to have represented a Pledge Agreement and warranted delivers to the Administrative Agent Lender corporate resolutions, articles of incorporation, bylaws, and a certificate of incumbency, each in form and substance satisfactory to the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information PackageLender; and (iiib) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” any Acquisitions of Foreign Subsidiaries (i) The Credit Agreement which do not concurrently with such Acquisition execute a Subsidiary Guaranty provided that (A) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Acquisition, (B) the aggregate Acquisition Consideration (other than capital stock of the Company) for such Acquisitions shall not exceed $18,500,000 in aggregate amount during the term hereof, and (C) concurrently with such Acquisition, the Company causes the Administrative Lender to be granted a first and prior security interest in 65% of the capital stock of such Foreign Subsidiary (unless such Foreign Subsidiary is hereby amended by deleting Exhibit E attached thereto not a Material Subsidiary) pursuant to a Pledge Agreement, or (ii) which concurrently therewith execute a Subsidiary Guaranty provided that (A) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Acquisition, and (B) concurrently with such Acquisition, the Company delivers to the Administrative Lender corporate resolutions, articles of incorporation, bylaws, a certificate of incumbency, and an attorney's opinion, each in its entiretyform and substance satisfactory to the Administrative Lender. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition Acquisitions unless such Acquisition satisfies all of the following conditions: (ia) (x) at the time of such Acquisition immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default Default, (b) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (c) if the Acquisition Consideration for such Acquisition is greater than or equal to (i) prior to the Qualifying Date, $25,000,000 and (ii) on and after the Qualifying Date, $50,000,000, the Lenders shall have occurred received written notice thereof at least 5 Business Days prior to the date of such Acquisition, together with a Compliance Certificate setting forth the covenant calculations both immediately prior to and be continuing and (y) immediately after giving effect to such the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that the Borrower is in compliance on a Pro Forma Basis with projects to be eliminated by such proposed Acquisition, (d) the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower assets, property or business acquired shall be deemed primarily in the business described in Section 4.1(d) hereof, (e) if such Acquisition results in a Subsidiary which is to have represented be a Guarantor, (i) such Subsidiary shall execute a Subsidiary Guaranty and warranted to (ii) the Administrative Agent on behalf of the Lenders shall receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such Acquisition; (f) if such Subsidiary is a Domestic Subsidiary and unless otherwise waived by the Administrative Agent, 100% of such Subsidiary's Capital Stock shall be pledged and the LendersAdministrative Agent on behalf of the Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (g) if such Subsidiary is a Foreign Subsidiary and unless otherwise waived by the Administrative Agent, 65% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinion of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (h) the aggregate Acquisition Consideration for all Non-Guarantors (excluding Acquisition Consideration in respect of Subsidiaries which are not obligated to third Persons in respect of any Indebtedness), together with Investments in Non-Guarantors (calculated as provided in Section 7.4(f) hereof) and other Investments (calculated as provided in Section 7.4(g) hereof) pursuant to Section 7.4(g) hereof, shall not exceed an amount equal to 10% of Total Capitalization at any time, and (i) prior to the time Qualifying Date, the Acquisition Consideration for such Acquisition is less than or equal to the sum of consummation (i) $75,000,000 plus (ii) the aggregate net cash proceeds received by the Borrower from the issuance of any Capital Stock during the 365-day period beginning on and after the Agreement Date and ending on the date of such Acquisition, that and the foregoing clauses aggregate Acquisition Consideration for all Acquisitions during any period of four consecutive Fiscal Quarters is less than or equal to the sum of (xi) and (y) are true and correct); $125,000,000 plus (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the aggregate net cash proceeds received by the Borrower delivers to Administrative Agent and Lenders from the Acquisition Information Package; and (iii) issuance of any Capital Stock during the Borrower shall deliver to Administrative Agent 365-day period ending on the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10date of any Acquisition.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies all Without the prior written consent of the following conditions: Required Holders, no Company shall effect an Acquisition except the Issuer or a Subsidiary Guarantor may effect an Acquisition so long as (ia) with respect to a merger or consolidation involving the Issuer or a Subsidiary Guarantor, the Issuer or such Subsidiary Guarantor is the surviving entity; (xb) at the time business to be acquired is similar to the lines of such Acquisition and immediately after giving effect thereto, business of the Companies; (c) the Person to be acquired is organized under the laws of the United States; (d) no Default or Event of Default exists and the Companies are in full compliance with the Transaction Documents in each case both prior to and subsequent to the transaction; (e) the Company (other than the Issuer or any Subsidiary Guarantor) effecting the Acquisition and the Person or Persons acquired in connection with any such Acquisition shall become a Subsidiary Guarantor pursuant to Section 9.7 to the extent required by Section 9.7; (f) in the case of any Acquisition in which the total aggregate consideration to be paid pursuant to such Acquisition is in excess of an amount equal to five percent of Total Assets as of the end of the most recent fiscal quarter of the Issuer for which financial statements have occurred been delivered to the holders of the Notes pursuant to Section 7.1(a) or (b) (whichever was most recently delivered to the holders), the Issuer shall provide to the holders of the Notes, at least 30 days prior to such Acquisition, historical financial statements of the target entity and be continuing a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of the Issuer which shows compliance with the requirements in this Section 10.7; (g) in the case of an Acquisition in which, both before and after the proposed Acquisition, the Issuer has a pro forma Leverage Ratio of greater than or equal to 1.50 to 100, liquidity is greater than or equal to $20,000,000; and (yh) the pro forma Leverage Ratio before and immediately after giving effect to such Acquisitionthe proposed Acquisition complies with Section 10.1(a), giving effect to any applicable Leverage Ratio Increase Period. For purposes of this Section 10.7, “liquidity” shall mean, as of any date of determination, all unrestricted cash and Cash Equivalents of the Issuer, the Borrower is in compliance on a Pro Forma Basis with Subsidiary Guarantors (excluding any Foreign Subsidiaries) and the financial covenants set forth in Article VI recomputed as Insurance Subsidiary plus the aggregate unused amount of the last day of “Revolving Credit Commitment” as defined in the most recently ended Fiscal Quarter for which financial statements are available Credit Agreement (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or but not in excess of $30,000,000the maximum amount that could be borrowed by the Issuer without exceeding the then applicable maximum Leverage Ratio pursuant to Section 10.1(a) hereof, giving effect to any applicable Leverage Ratio Increase Period). 1.14 Section 10.9 of the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Note Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto and restated in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.to read as follows:

Acquisitions. The Borrower Without the consent of each Lender the Company will not, and will not permit any Subsidiary its Subsidiaries to, make any Acquisition unless such Acquisition satisfies acquire all or substantially all of the following conditions:assets or capital stock of another Person (as used in this Section 7.6, an "Acquisition") other than the Lavalife Acquisition unless; (a) the aggregate amount of cash and noncash consideration (including Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries shall not exceed $25,000,000 for any single such Acquisition or related series of Acquisitions other than the Lavalife Acquisition; (b) the aggregate amount of cash and non-cash consideration (including any Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries for all Acquisitions during any fiscal year shall not exceed $50,000,000 (exclusive of the Lavalife Acquisition); (c) the board of directors of the target entity ("Target") shall have approved such Acquisition (to such extent such board approval is required) and the Target shall have had Cash EBITDA of not less than negative $5,000,000 for the 12 months preceding the Acquisition; (d) the Company shall have provided each Lender with such historical and pro forma financial information with respect to such Acquisition as any Lender (through the Agent) shall reasonably request; (e) after giving effect to such Acquisition the Company shall be in pro forma compliance with all of the financial covenants contained in Section 7 hereof; (f) after giving effect to such Acquisition and for a period of 90 days thereafter there shall be Unused Availability hereunder in a minimum equal to 20% of the difference between (i) Total Commitment less (xii) at the time of such Acquisition and immediately after giving effect thereto, any Reserve then in effect; and (g) no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on or would occur as a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation result of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Neither the Borrower will not, and will not permit nor any Subsidiary to, or Foreign Subsidiary will make an Acquisition of any Acquisition unless such Acquisition satisfies all Person without the prior written consent of the following conditionsBanks; provided however, the Borrower may acquire either the majority of the stock or any of a Person or any Subsidiary may acquire the assets of or merge with such Person (provided the Subsidiary is the surviving entity) (hereinafter collectively a "Permitted Acquisition") if either all Banks consent in writing in advance thereto or, without the necessity of obtaining the prior written consent of the Banks, provided that: (ia) not less than thirty (x30) at Business Days prior to making any Permitted Acquisition, Borrower shall submit to each of the time Banks the following information: (1) a copy of such the signed letter of intent and a current draft and/or signed copy, as the case may be, of the acquisition agreement with any prepared exhibits; (2) a written description of the assets, if any; (3) historical financial statements of the Permitted Acquisition for the prior two years and the most recent interim statement; and (4) consolidated financial statements and projections for both the Borrower and its Subsidiaries as well as the Person being acquired giving Pro Forma Effect to the Indebtedness associated with the Acquisition and immediately after giving effect theretothe EBITDA associated with the Person to be acquired, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in indicating: compliance on a Pro Forma Basis joint, consolidated basis with the financial covenants set forth in Article VI recomputed Paragraph 6.15 as of the last day closing of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (yiii) are true and correct)projected compliance for the ensuing twelve (12) months after the closing of the Acquisition with each financial covenant in Paragraph 6.15; (iib) the aggregate cash consideration (which shall include any Indebtedness assumed in connection with the Acquisition and the maximum aggregate earnout payments payable in connection with such Acquisition during the twelve (12) months after the closing of the Acquisition) for such acquisition does not exceed 5% of Consolidated Assets, giving Pro Forma Effect to the Acquisition; (c) the business of the Permitted Acquisition is substantially similar to the business engaged in by the Borrower; (d) no Event of Default or Unmatured Default has occurred hereunder and not been cured, or would otherwise occur as a result of or in connection with the Permitted Acquisition, whether immediately or on a projected basis; (e) an executed version of the controlling agreement for the Acquisition is delivered to each of the Banks at least five ten (510) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess after the closing of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; andAcquisition; (iiif) the Borrower shall must pledge or cause to be pledged to the Agent for the benefit of the Banks a first priority lien on one hundred percent (100%) of the outstanding stock of a new Subsidiary (specifically excluding any existing or new Foreign Subsidiary), if any, acquired by the Borrower in the Permitted Acquisition in form and substance satisfactory to the Agent, deliver to Administrative Agent any shareholder consents and subordinations requested by the documentation Agent in form and agreements required by Section 5.10 herein within substance satisfactory to the time period required under Section 5.10Agent.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (xnon-hostile); (ii) the total consideration for the Acquisition shall not exceed $20,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $50,000,000 in the aggregate (provided, however, that the acquisition of Premier Oilfield Services Holdings Limited and its affiliates shall not count against this $50,000,000 limit); (iv) the business and assets subject to the Acquisition shall be in the same line of business as the Borrower and its Subsidiaries; (v) the location of the corporate or company headquarters of the Person subject to the Acquisition shall be in the United States of America and less than a Substantial Portion of the assets of the Borrower and the Subsidiaries, taken as a whole after giving effect to the Acquisition, shall be located outside of the United States of America at any one time; (vi) at the time of such Acquisition and immediately after giving effect theretothe Acquisition, no Unmatured Default or Event of and no Default shall have occurred and exist; (vii) no Default shall exist as a result of the Acquisition; (viii) in the case of a merger, the Borrower or a Subsidiary of the Borrower shall be continuing and the surviving entity; (yix) immediately after giving effect to such following the Acquisition, the Borrower is and its Subsidiaries shall be in compliance on with all material applicable laws and regulations; (x) the Borrower and the affected Subsidiaries shall grant a Pro Forma Basis with security interest in the financial covenants set forth stock or membership interest or partnership interest in Article VI recomputed as any new Subsidiary in favor of the last day Agent and the Lenders in which the Borrower has invested more than $1,000,000; (xi) if the Person subject to the Acquisition becomes a Domestic Subsidiary, the Domestic Subsidiary shall execute (A) if applicable, a security agreement in any securities of any Subsidiaries of the most recently ended Fiscal Quarter for which financial statements are available new Subsidiary, (B) one or more security agreements in the assets of the Domestic Subsidiary to the extent required by Section 2.19(c), and (C) a solidary (joint and several) guaranty of the Secured Obligations if required by Section 2.19(c); (xii) the Borrower shall be deemed to have represented and warranted submit a legal opinion with respect to the Administrative Agent Acquisition to the Agent, in form and substance reasonably satisfactory to the Lendersagent; (xiii) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition; and (xiv) based on pro forma financial statements, the Leverage Ratio immediately following the Acquisition shall be at least 0.375 below the maximum Leverage Ratio required by this Agreement at the time of consummation the Acquisition. If the Borrower desires a waiver or modification of such any of the foregoing conditions in the case of a particular Acquisition, that approval of the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before Required Lenders must be obtained; any Acquisition approval of a waiver or modification of a condition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal particular Acquisition shall not apply to or in excess of $30,000,000, be binding on the Borrower delivers Lenders with respect to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10any subsequent Acquisition.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notConsummate any Acquisition, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) the Person to be (xor whose assets are to be) at the time of acquired does not oppose such Acquisition and immediately after giving effect thereto, the line or lines of business of the Person to be acquired are Permitted Lines of Business; and (ii) no Default or Event of Default shall have occurred and be continuing and (y) either immediately prior to or immediately after giving effect to such AcquisitionAcquisition and, if the Borrower Cost of Acquisition is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as excess of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted $75,000,000, prior to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, the Borrower shall have furnished to the Administrative Agent, (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and (B) a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (b) (or, if no such financial statements have been delivered, as of the date of the Audited Financial Statements) giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto; provided that, with respect to the foregoing clauses Consolidated Leverage Ratio covenant in Section 7.12(b), the Borrower may demonstrate pro forma compliance with such covenant if (x) it demonstrates a pro forma Consolidated Leverage Ratio greater than 3.50 to 1.00 but less than 4.00 to 1.00 and (y) are true and correct); the fiscal quarter during which such Acquisition is or would be consummated either (iiA) at least five is going to be a Trigger Quarter based on such pro forma projections (5in which case such fiscal quarter shall be deemed to be a Trigger Quarter) Business Days before any so long as the second proviso to Section 7.12(b) does not apply or (B) falls within an Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Compliance Period.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, Any Loan Party may make any an Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) so long as at the time of making such Acquisition, the following conditions shall be satisfied: (1) no Event of Default shall exist or will result after giving effect to such Acquisition; (2) Agent shall have received, at least fifteen (15) Business Days prior to the day such Acquisition is to be made, a certificate signed by an authorized officer of such Loan Party describing the Acquisition, in reasonable detail satisfactory to Agent, and attaching any applicable purchase agreements and letters of intent which shall be in form and substance reasonably satisfactory to Agent; (3) on or prior to the date of such Acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of the acquisition agreement, related agreements and instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Agent that evidence or confirm the consummation of such Acquisition; (4) the Acquisition must be reasonably related to the business engaged in by the Loan Parties; (5) if Borrowers intend for the acquired assets to be included in the Revolving Loan Limit of any Borrower, then Agent must provide its prior written approval (which approval shall be based on, among other things, satisfactory results of such field examinations, audits, appraisals and other due diligence as Agent shall reasonably require); (6) such Acquisition shall be permitted under the terms and provisions of the Senior Note Documents as in effect as of the date hereof (without regard to any subsequent waivers or amendments thereto); (7) At least ten (10) Business Days prior to the date of closing of the Acquisition, Borrower Representative shall have delivered to Agent, in form and substance satisfactory to Agent: (A) a pro forma consolidated balance sheet, income statement and cash flow statement of ▇▇▇▇▇▇▇▇▇▇ and its Subsidiaries (the "Acquisition Pro Forma"), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of ▇▇▇▇▇▇▇▇▇▇ and its Subsidiaries in accordance with GAAP, but taking into account such Acquisition, the funding of any Loans in connection therewith and the incurrence of any Subordinated Debt permitted pursuant to subsection 13(b)(i) of this Agreement, if any, in connection therewith, and such Acquisition Pro Forma shall reflect that (x) on a pro forma basis, ▇▇▇▇▇▇▇▇▇▇ and its Subsidiaries would have had a ratio of EBITDA to Fixed Charges of not less than 1.0 to 1.0 for the four quarter period most recently ended for which financial statements have been delivered to Agent pursuant to subsection 9(c) of this Agreement (giving effect to such Acquisition and immediately after all Indebtedness incurred or assumed in connection therewith as if made on the first day of such period), (y) average daily Excess Availability with respect to all Borrowers for the 30-day period preceding the consummation of such Acquisition would have exceeded $10,000,000 on a pro forma basis (giving effect theretoto such Acquisition and all Indebtedness incurred in connection therewith as if made on the first day of such period), and (z) on a pro forma basis, no Default or Event of Default shall have occurred and be continuing and (y) immediately or would result after giving effect to such Acquisition, Acquisition (giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the Borrower is in compliance on a Pro Forma Basis first day of such period); and (B) so long as the purchase price with the financial covenants set forth in Article VI recomputed as of the last day respect to such Acquisition exceeds $10,000,000 updated versions of the most recently ended Fiscal Quarter for which delivered projections pursuant to subsection 9(d) hereof covering the one (1) year period commencing on the date of such Acquisition and otherwise prepared in accordance with such projections and based upon historical financial statements are available (and the Borrower shall be deemed data of a recent date satisfactory to have represented and warranted to the Administrative Agent and the LendersAgent, at the time of consummation of taking into account such Acquisition, that or in any other case, projected balance sheets, statements of income and cash flow of the foregoing clauses Target covering the one (x1) year period commencing on the date of such Acquisition and based upon historical financial data of a recent date satisfactory to Agent, taking into account such Acquisition, which shall include the assumptions used therein, together with the appropriate supporting details as reasonably requested by Agent (y) are true and correctin each case, the "Acquisition Projections"); (ii8) at Agent's or Requisite Lenders' election, the applicable Loan Parties shall, and shall cause their Subsidiaries (other than any Subsidiary designated Unrestricted Subsidiary in accordance with the terms and conditions set forth in the definition of "Unrestricted Subsidiary" hereof) at least five (5) Business Days before any Acquisition for a total consideration (including cashany Subsidiary (other than any Subsidiary designated Unrestricted Subsidiary in accordance with the terms and conditions set forth in the definition of "Unrestricted Subsidiary" hereof) formed for purposes of consummating and/or acquired pursuant to any such Acquisition) to, stockexecute the Joinder Agreements to this Agreement and the Intercompany Loan Agreement to become a Loan Party hereunder and under such Other Agreements (as applicable), personal propertyand deliver such other documents, debt assumedagreements, contingent consideration certificates, opinions and other propertyitems as Agent shall require, in each case in form and substance satisfactory to Agent, to further guarantee and secure the Liabilities with a first priority perfected security interest in the assets acquired pursuant to the Acquisition; (9) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Packageshall be consensual and shall have been approved by the Target's or seller's board of directors; (10) the business and assets acquired in such transaction shall be free and clear of all liens (other than Permitted Liens); and (iii11) the Borrower no additional Indebtedness or guaranteed Indebtedness shall deliver be incurred, assumed or otherwise be reflected on a consolidated balance sheet of any such applicable Loan Party, Subsidiary of any Loan Party formed for purposes of consummating such Acquisition and/or Target after giving effect to Administrative Agent the documentation such transaction, except (A) Loans made hereunder (B) ordinary course trade payables, accrued expenses and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (iC) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (jIndebtedness and guarantees of Indebtedness permitted to be incurred pursuant to subsections 13(a) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (kand/or 13(b) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.hereof;

Acquisitions. The Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary to, make any an Acquisition unless such Acquisition satisfies all in a transaction or related series of the following conditionstransactions unless: (ia) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and or be continuing or would result from such Acquisition, (b) such Acquisition is substantially related to the business of the Borrower and its Restricted Subsidiaries individually or in the aggregate and is not hostile, (yc) immediately if after giving pro-forma effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed Acquisition as of the last day beginning of the period of four fiscal quarters most recently ended Fiscal Quarter for which quarterly financial statements are available available, such Acquisition would cause the Senior Leverage Ratio for such four fiscal quarter period (calculated with Debt outstanding as of the date such Acquisition is made and with EBITDA for such four fiscal quarter period) to be equal to or greater than 2.00 to 1.00, the Borrower shall total consideration for such Acquisition (other than common Equity Interests of the Borrower) does not exceed the Equity Available Amount, (d) if after giving pro-forma effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended for which quarterly financial statements are available, such Acquisition would cause the Senior Leverage Ratio for such four fiscal quarter period (calculated with Debt outstanding as of the date such Acquisition is made and with EBITDA for such four fiscal quarter period) to be deemed less than 2.00 to have represented 1.00, then (i) Revolving Availability would be equal to or greater than $25,000,000.00, and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any if after giving pro-forma effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended for a total consideration (including cashwhich quarterly financial statements are available, stock, personal property, debt assumed, contingent consideration and other property) such Acquisition would cause the Total Leverage Ratio for such four fiscal quarter period to be equal to or greater than 2.50 to 1.00, such Acquisition would not cause the total sum of the consideration for such Acquisition and all other Acquisitions during any fiscal year (whether paid in excess cash or in Equity Interests of $30,000,000, the Borrower delivers or assumed in liabilities by the purchaser(s)) to Administrative Agent and Lenders exceed $15,000,000.00 in the Acquisition Information Package; aggregate plus the Equity Available Amount, and (iiie) the Borrower shall deliver Total Commitment is equal to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10or less than $150,000,000.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: Acquisitions; provided, however, if (ia) (x) at the time of such Acquisition immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default shall have occurred and be continuing and (yb) immediately after giving effect to such Acquisitionthe proposed transaction the Revolver Availability shall be no less than (i) $40,000,000 if the Acquisition occurs in a fiscal quarter ending March 31, (ii) $25,000,000 if the Acquisition occurs in a fiscal quarter ending June 30, (iii) $15,000,000 if the Acquisition occurs in a fiscal quarter ending September 30, or (iv) $20,000,000 if the Acquisition occurs in a fiscal quarter ending December 31, the Borrower is in compliance on a Pro Forma Basis with or any of its Subsidiaries may make Acquisitions so long as (i) such Acquisition shall not be opposed by the financial covenants set forth in Article VI recomputed as board of the last day directors of the most recently ended Fiscal Quarter for which financial statements are available Person being acquired, (and ii) the Borrower Lenders shall be deemed to have represented and warranted received written notice thereof at least 15 Business Days prior to the Administrative Agent and the Lenders, at the time of consummation date of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent shall have received at least 10 Business Days prior to the documentation date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and agreements after giving effect to the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have a first priority Lien (subject to the Intercreditor Agreement) in substantially all of such assets (or, if less than substantially all of such assets, such assets required by Section 5.10 herein within the time period Determining Lenders to be pledged), except for Permitted Liens, (v) if such Acquisition results in a Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and Collateral Documents granting a first priority Lien (subject to the Intercreditor Agreement) in substantially all of such assets (or, if less than substantially all of such assets, all assets required under Section 5.10by the Determining Lenders to be pledged), except for Permitted Liens to secure the Obligations, (B) 100% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations and (C) the Administrative Agent on behalf of the Lenders shall have received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clauses (A) and (B) above, and (vi) if such Acquisition results in a direct Foreign Subsidiary, (A) 65% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations and (B) the Administrative Agent on behalf of the Lenders shall have received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with clause (A) immediately preceding.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto." (k) The Credit Agreement Compliance Certificate is hereby amended by deleting Schedule 1.1(b) to be in the form of Exhibit D attached thereto in its entirety and substituting in lieu thereof Exhibit B attached heretoto this Second Amendment.

Acquisitions. The (a) Without the prior written consent of the Required Lenders, the Borrower will not, and will may not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other Property) exchanged for such Acquisition does not exceed $10,000,000; (ii) the ratio of: total consideration (including cash, stock, personal property, and other Property) equal exchanged for such Acquisition to or annual pre-tax income after GAAP adjustments less minority interest as reflected on the Acquisition Pro-Forma does not exceed 6.5 to 1.0; (iii) the aggregate number of Acquisitions, in excess a rolling twelve (12) month period does not exceed twelve (12); provided, however that if the sum of the aggregate Revolving Credit Exposure of all Lenders plus the pro forma cost of any proposed Acquisition is less than $30,000,00050,000,000.00, the limitations set forth in this Section 7.13(a)(iii) shall not apply; (iv) at least five (5) Business Days before such Acquisition, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Informational Package; and (iiiv) simultaneously with the Acquisition, the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within herein. (b) The Borrower may not make an Acquisition that does not comply with subsection (a) hereof unless the time period required under Section 5.10.”Borrower obtains the prior approval in writing of the Required Lenders as evidenced by an Acquisition Approval Letter and satisfaction of the following conditions: (i) The Credit Agreement is hereby at least fifteen (15) Business Days prior to the proposed Acquisition the Borrower delivers to Administrative Agent and Lenders the Acquisition Informational Package (it being understood that the Lenders shall use reasonable efforts to notify the Borrower within ten (10) Business Days after receipt of the Acquisition Informational Package of their decision to approve or disapprove the proposed Acquisition); and (ii) if the Required Lenders approve the Acquisition, then simultaneously with the Acquisition, the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein. 13. Section 10.1 entitled "Notices" of the Agreement, shall be amended by deleting Exhibit E attached thereto in its entiretyreplacing "SunTrust Equitable Securities" with "SunTrust Robinson Humphrey" at the same address but to the attention of Syndic▇▇▇▇ ▇▇▇▇▇▇▇. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit ------------ any Subsidiary of Borrower to, make any Acquisition unless such Acquisition satisfies all of the following conditions: Acquisitions; provided, however, if (ia) (x) at the time of such Acquisition immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default shall have occurred and be continuing and (yb) immediately after giving effect to such Acquisitionthe proposed transaction the Unused Portion shall be no less than $5,000,000, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as or any Subsidiary of the last day Borrower may make Acquisitions so long as (i) such Acquisition shall not be opposed by the board of the most recently ended Fiscal Quarter for which financial statements are available directors of the Person being acquired, (and the Borrower ii) Lenders shall be deemed to have represented and warranted received written notice at least 15 Business Days prior to the Administrative Agent and the Lenders, at the time of consummation date of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent shall have received at least 10 Business Days prior to the documentation date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and agreements after giving effect to the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the -------------- benefit of the Lenders shall have a first priority Lien in substantially all of such assets (or, if less than substantially all of such assets, such assets required by Section 5.10 herein within the time period Determining Lenders to be pledged), except for Permitted Liens, (v) if such Acquisition results in a Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and Collateral Documents granting a first priority Lien in substantially all of such assets (or, if less than substantially all of such assets, all assets required under Section 5.10by the Determining Lenders to be pledged), except for Permitted Liens to secure the Obligations, (B) 100% of such Subsidiary's Equity Interests shall be pledged to secure the Obligations and (C) the Administrative Agent on behalf of the Lenders shall have received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clauses (A) and (B) above, and (vi) if such Acquisition results in a Foreign Subsidiary, (A) 65% of such Subsidiary's Equity Interests shall be pledged to secure the Obligations and (B) the Administrative Agent on behalf of the Lenders shall have received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with clause (A) immediately preceding.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: Acquisitions; provided, however, if (ia) (x) at the time of such Acquisition immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default shall have occurred and be continuing and (yb) immediately after giving effect to such Acquisitionthe proposed transaction the Unused Portion shall be no less than $7,000,000, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as or any Subsidiary of the last day Borrower may make Acquisitions so long as (i) if the Acquisition relates to a publicly-traded company, such Acquisition shall not be opposed - 71 - 79 by a majority of the most recently ended Fiscal Quarter for which financial statements are available board of the directors of the Person being acquired, (and ii) the Borrower Lenders shall be deemed to have represented and warranted received written notice at least 10 Business Days prior to the Administrative Agent and the Lenders, at the time of consummation date of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent shall have received at least 5 Business Days prior to the documentation date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and agreements after giving effect to the proposed Acquisition (taking into account Adjusted EBITDA and capital expenditures attributable to the assets being acquired for the four fiscal quarters preceding such Acquisition and the pro forma debt and interest expense incurred to complete such Acquisition), (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have a first priority Lien in substantially all of such assets (or, if less than substantially all of such assets are to be pledged, such assets required by Section 5.10 herein within the time period Determining Lenders to be pledged), except for Permitted Liens, (v) if such Acquisition results in a Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty and Collateral Documents granting a first priority Lien in substantially all of such assets (or, if less than substantially all of such assets are to be pledged, all assets required under Section 5.10by the Determining Lenders to be pledged), except for Permitted Liens to secure the Obligations, (B) 100% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations and (C) the Administrative Agent on behalf of the Lenders shall have received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clauses (A) and (B) above, (vi) if such Acquisition results in a Foreign Subsidiary, (A) 65% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations and (B) the Administrative Agent on behalf of the Lenders shall have received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with clause (A) immediately preceding, and (vii) the Acquisition Consideration for such Acquisition does not exceed $25,000,000.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not Make or permit any Subsidiary to, of its Subsidiaries to make acquisitions outside the ordinary course of business of assets of or equity in any Acquisition unless such Acquisition satisfies all Person ("Acquisitions") except that the Borrower may make or permit any of its Subsidiaries to make the following conditions: Acquisitions: (i) Investments permitted by the terms of Sections 5.02(d)(viii) and 5.02(f) (xother than clause (ii) thereof); (ii) Acquisitions permitted by the terms of Section 5.02(d)(ix); and (iii) other Acquisitions if the sum of the Purchase Price for such Acquisitions plus the aggregate Purchase Price for all other Acquisitions made in the immediately preceding 12 calendar months period, does not exceed (A) $25,000,000 plus (B) Available Excess Cash Flow; provided that if the Purchase Price for any such Acquisition is greater than $10,000,000 and less than $25,000,000, then the Borrower shall give the Administrative Agent and the Lenders at least five Business Days' notice thereof, and if the Purchase Price is $25,000,000 or more, the following conditions must be met: (A) at least ten Business Days prior to such proposed Acquisition, the Borrower shall have delivered to the Administrative Agent and the Lenders Consolidated modeled financial statements of the Borrower (including a balance sheet and statements of earnings, cash flows and stockholders' equity) as at the end of and for the most recent period of four fiscal quarters ending at least 45 days prior to the delivery of such financial statements, which financial statements shall (a) be certified (subject to normal year-end audit adjustments and the absence of footnotes) on behalf of the Borrower by the chief financial officer of the Borrower, (b) give effect to all Acquisitions (including such proposed Acquisition) made or proposed to be made since the end of such period and (c) show the Borrower would be in compliance with the Interest Coverage Ratio and Leverage Ratio for such period; provided further that, at the time of such the making of any Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (no Default shall have occurred and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10continuing.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notEnter into any agreement, and will not permit contract, binding commitment or other arrangement providing for any Subsidiary toAcquisition, make or take any Acquisition action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, unless such Acquisition satisfies all of the following conditions: (i) the Person to be (xor whose assets are to be) at the time of acquired does not oppose such Acquisition and immediately after giving effect theretothe line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Borrower and its Subsidiaries, (ii) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and the Borrower shall have furnished to the Agent (A) both (i) two years of financial statements on the Person being acquired, the most recent year of which shall be audited, or, if in the case of an Acquisition of assets in which the Cost of Acquisition is less than 57 $5,000,000.00 where no audited financial statements are available as to the operation of the assets being acquired (an "Exception Acquisition"), then such financial information as is available, but only to the extent that the purchase agreement for such Acquisition contains terms and conditions with respect to post-closing purchase price adjustments reasonably acceptable to the Agent, and (yii) pro forma historical financial statements as of the end of the most recently completed Fiscal Year of the Borrower and most recent interim fiscal quarter, if applicable giving effect to such Acquisition and (B) a certificate in the form of Exhibit I prepared on a historical pro forma basis giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Borrower or a wholly-owned Subsidiary), (iv) if the Cost of Acquisition shall exceed $10,000,000, the Required Lenders shall consent to such Acquisition in their discretion, (v) if, after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred by Borrower is and its Subsidiaries from and after the Closing Date shall exceed $25,000,000, the Required Lenders shall consent to such Acquisition in compliance on their discretion, and (vi) if the Person acquired shall be organized under the laws of a Pro Forma Basis with jurisdiction other than the financial covenants set forth United States of America, the Required Lenders shall consent to such Acquisition in Article VI recomputed their discretion; provided, however, that in the case of an Exception Acquisition, so long as NationsBank shall be the only Lender, NationsBank shall use its best efforts to advise the Borrower whether or not it has consented to such Exception Acquisition within three Business Days of its receipt of the last day of the most recently ended Fiscal Quarter for which available financial statements are available (information and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10purchase agreement.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any Acquisition unless such Acquisition satisfies all acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the ordinary course of business; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the following conditionsBorrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) (xA) at in the time case of such Acquisition Acquisitions other than TV/Radio Acquisitions under this clause (e), both immediately prior to and immediately after giving effect theretoto such Acquisition, no Default or Event shall have occurred and be continuing (and, in the case of such Acquisition, the Total Indebtedness Ratio at such time shall not exceed 7.00 to 1.00, calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period) and (B) in the case of TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such TV/Radio Acquisition, no Default shall have occurred and be continuing (and, in the case of such TV/Radio Acquisition, the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11 at such time, in each case calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period); (i) both immediately prior to and after giving effect to such Acquisition, (A) no Default shall have occurred and be continuing and (yB) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to in compliance with the Administrative Agent and First Lien Indebtedness Ratio required under Section 7.11 at such time, calculated on a pro forma basis as if such Acquisition had been consummated on the Lenders, at first day of the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct)relevant period; (ii) at least five each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (5A) Business Days before any an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition for have not been contested by a total consideration third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including cashthe exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, stockthe Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, personal propertyas the case may be, debt assumedin its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, contingent consideration as the case may be, and other propertythat such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or in excess of greater than $30,000,00015,000,000, the Borrower delivers shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and Lenders substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition Information Packageas the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with any exchanges permitted under Section 7.05; and (iiig) additional acquisitions of property or assets made after the Borrower Sixth RestatementFirst Amendment Effective Date, which, when taken together with the aggregate amount of Investments made pursuant to Section 7.07(i), shall deliver to Administrative Agent not exceed $400,000,000 in the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10aggregate.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower Other than the Acquisition, no Credit Party will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, make acquire any Acquisition Equity Interests or all or a material portion of the assets of any Person or any division or line of business of such Person (unless such Acquisition satisfies Credit Party or Subsidiary making such acquisition complies with all of the following conditions:(the “Permitted Acquisition”): (ia) the Equity Interests or Property acquired in such acquisition constitute a business reasonably related to the Business and the board of directors of the Parent specifically deems such acquisition to be of strategic importance to the Borrowers; (xb) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall exist prior to or will be caused as a result of such acquisition; (c) the Credit Parties shall have occurred provided the Holders with at least 30 Business Days prior written notice of such acquisition, such notice to include (i) a description of the Property or Equity Interests to be purchased, (ii) the price and be continuing terms of such acquisition, (iii) a certificate of its Financial Officer to the effect that no Default or Event of Default exists and (y) attaching, in reasonable detail, computations and a Consolidated financial statement prepared on a pro forma basis of the Parent and its Subsidiaries immediately prior to and after giving effect to such Acquisitionacquisition demonstrating compliance with Section 5.11 as of the last day of the last full calendar quarter ending immediately prior to such acquisition for which financial statements have been delivered as if such acquisition were effective on the first day of the relevant period; provided, however, that if the Credit Parties borrow any sums under the Senior Credit Facility to fund any amount incurred, assumed or otherwise payable at closing in connection with such transaction, the Borrower is in compliance applicable ratio for the Senior Funded Leverage Ratio delivered on a Pro Forma Basis with pro forma basis as required herein shall be 0.25 less than the financial covenants then applicable Senior Funded Leverage Ratio requirement set forth in Article VI recomputed Section 5.11(b) and (iv) such other information with respect thereto as is reasonably requested by the Holders. For purposes of this Section 6.10, the pro forma computations shall be with reference to the actual financial results of the Credit Party or such Subsidiary and the Person being acquired, with only such adjustments as may be approved in writing by the Holders; (d) in the event of an acquisition of Equity Interests of a Person, such Person shall become a Wholly-Owned Subsidiary of a Credit Party or one of its Subsidiaries; (e) such Person whose Equity Interests or Property is being acquired shall have as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted recent fiscal quarter of such Person ending on or immediately prior to the Administrative Agent and the Lenders, at the time of consummation date of such Acquisitionacquisition actual (or pro forma to the extent approved in writing by the Holders) EBITDA and Net Income greater than $1, that in each case for the foregoing clauses (x) and (y) are true and correct)12 month period ending on such date; (f) the aggregate cash consideration payable at the closing of the acquisition shall not exceed $7,500,00 for any single transaction and $12,500,000 in the aggregate in any fiscal year or such other amount approved in writing by the Holders; provided, however, that (i) the foregoing limitation shall exclude cash consideration derived from the proceeds of sales of newly issued Equity Interests of the Parent during the nine-month period prior to the closing of such acquisition to the extent the Parent notifies the Holders in writing of the use of such cash consideration from sales of newly issued Equity Interests in such transaction or transactions and (ii) the written consent of the Holders shall be required if the aggregate cash consideration payable at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) the closing of such transaction is equal to or greater than $25,000,000; (g) the post-closing availability under the Senior Credit Facility is at least $4,000,000 on a pro forma basis; (h) the number of Permitted Acquisitions that the Credit Parties have completed in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Packagesuch fiscal year does not exceed three; and (iiii) the Borrower Parent shall deliver have provided to Administrative Agent the documentation and agreements required by Section 5.10 herein within Holders the time period required under Section 5.10Permitted Acquisition Deliverables for such acquisition.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any No Company shall effect an Acquisition; provided that a Credit Party may effect an Acquisition unless such Acquisition satisfies all with the prior written consent of the following conditionsRequired Lenders or so long as: (a) in the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity (and in all cases, EPIQ shall be a surviving entity); (b) in the case of a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar to that of the Credit Parties or a reasonable extension thereof; (d) Borrowers shall have provided to Agent and the Lenders, at least ten Business Days prior to such Acquisition (or, if the aggregate Consideration paid for such Acquisition is less than Fifteen Million Dollars ($15,000,000), within five Business Days after the completion of such Acquisition), historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of EPIQ showing (i) pro forma compliance with Sections 5.7 and 5.13(g) through (xj) at hereof, both before and after the time proposed Acquisition, (it being understood that, in the calculation of Fixed Charge Coverage Ratio, (A) the EBITDA of the business to be acquired shall be included in Consolidated EBITDA as if the Acquisition had been completed on the first day of the measurement period, (B) Consolidated Interest Expense shall be recalculated as if any debt incurred or assumed as a result of the Acquisition had been in place for the entire measurement period, and (C) aside from the adjustment in subparts (A) and (B) above, the fixed charges of the business to be acquired shall not be included in the calculation of Fixed Charge Coverage Ratio, and (ii) positive EBITDA for the acquired entity during the most recently completed four fiscal quarters of such Acquisition and immediately after giving effect thereto, entity; (e) no Default or Event of Default shall have occurred and be continuing and (y) immediately exist prior to or after giving effect to such Acquisition, ; (f) such Acquisition is not actively opposed by the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as board of directors (or similar governing body) of the last day selling Persons or the Persons whose equity interests are to be acquired; (g) Borrowers shall have Liquidity of no less than Ten Million Dollars ($10,000,000) after giving effect to such Acquisition; (h) the aggregate amount of (i) cash Consideration (exclusive of the most recently ended Fiscal Quarter issuance of equity) paid for which financial statements are available any such Acquisition (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lendersor related series of Acquisitions) would not exceed Eighty Million Dollars ($80,000,000), at the time of consummation of such Acquisition, that the foregoing clauses (x) and (yii) are true and correctConsideration paid for any such Acquisition (or related series of Acquisitions) would not exceed One Hundred Twenty-Five Million Dollars ($125,000,000); (iii) at least five the aggregate cash Consideration (5exclusive of the issuance of equity) Business Days before any Acquisition paid for a total consideration all Acquisitions for all Companies, during the Commitment Period, would not exceed One Hundred Thirty Million Dollars (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package130,000,000); and (iiij) the Borrower shall deliver to Administrative Agent aggregate Consideration paid for all Acquisitions for all Companies, during the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Commitment Period, would not exceed Two Hundred Million Dollars ($200,000,000).” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any No Company shall effect an Acquisition; provided that a Company may effect an Acquisition unless with the prior written consent of the Required Lenders or so long as such Acquisition satisfies meets all of the following conditionsrequirements: (ia) in the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity (xand in all cases, Epiq shall be a surviving entity); (b) at in the time case of such Acquisition and immediately after giving effect theretoa merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar to the lines of business of the Credit Parties or a reasonable extension thereof; (d) no Default or Event of Default shall exist prior to or after giving pro forma effect to such Acquisition; (e) Borrowers shall have occurred provided to Agent and the Lenders, at least ten Business Days prior to such Acquisition (or, if the aggregate Consideration paid for such Acquisition is less than Twenty-Five Million Dollars ($25,000,000), within five Business Days after the completion of such Acquisition), historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Epiq showing (i) pro forma compliance with Sections 5.7 and 5.13(g) through (j) hereof, both before and after giving effect to the proposed Acquisition, (it being understood that, in the calculation of Fixed Charge Coverage Ratio, (A) the EBITDA of the business to be continuing acquired shall be included in Consolidated EBITDA as if the Acquisition had been completed on the first day of the measurement period, (B) Consolidated Interest Expense shall be recalculated as if any debt incurred or assumed as a result of the Acquisition had been in place for the entire measurement period, and (yC) immediately aside from the adjustment in subparts (A) and (B) above, the fixed charges of the business to be acquired shall not be included in the calculation of Fixed Charge Coverage Ratio, and (ii) positive EBITDA for the acquired entity during the most recently completed four fiscal quarters of such entity; (f) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (g) Borrowers shall have Liquidity of no less than Ten Million Dollars ($10,000,000) after giving effect to such Acquisition, ; (h) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as aggregate amount of (i) cash Consideration (exclusive of the last day issuance of the most recently ended Fiscal Quarter equity) paid for which financial statements are available any such Acquisition (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lendersor related series of Acquisitions) would not exceed One Hundred Twenty-Five Million Dollars ($125,000,000), at the time of consummation of such Acquisition, that the foregoing clauses (x) and (yii) are true and correctConsideration paid for any such Acquisition (or related series of Acquisitions) would not exceed One Hundred Seventy-Five Million Dollars ($175,000,000); (iii) at least five the aggregate cash Consideration (5exclusive of the issuance of equity) Business Days before any Acquisition paid for a total consideration all Acquisitions for all Companies, during the Commitment Period, would not exceed Two Hundred Fifty Million Dollars (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package250,000,000); and (iiij) the Borrower shall deliver to Administrative Agent aggregate Consideration paid for all Acquisitions for all Companies, during the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Commitment Period, would not exceed Three Hundred Million Dollars ($300,000,000).” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, or acquire any option to make any Acquisition unless such Acquisition satisfies all acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the ordinary course of business; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the following conditionsBorrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate each Approved Acquisition and any Other Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) (x) at the time of such Acquisition and both immediately prior after giving effect theretoto such Acquisition, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to and, in the case of such Acquisition, the Borrower is shall be in compliance with the Total Indebtedness Ratio under Section 7.11(c), calculated on a Pro Forma Basis with pro forma basis as if such Acquisition had been consummated on the financial covenants set forth in Article VI recomputed as of the last first day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correctrelevant period); (ii) at least five each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by (5A) Business Days before an Initial FCC Order, in the case of any such Approved Acquisition or if the aggregate consideration for any Other Acquisition and all Other Acquisitions permitted under this clause (e) and consummated after the date hereof which have not been approved by a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) Final FCC Order is equal to or less than $300,000,000 in excess the aggregate or (B) a Final FCC Order, in all other cases (including the exercise of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and▇▇▇▇▇▇▇▇▇▇ Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or greater than $75,000,000, the Borrower shall deliver furnish to Administrative Agent the documentation Lenders a certificate showing calculations (after giving effect to borrowings and agreements required by Section 5.10 herein within prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the time first day of the period required of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.7.11 or sub-clause

Acquisitions. The Borrower will notNo Loan Party nor any Subsidiary shall consummate any Acquisition; provided that (i) this Section 6.12 shall not apply to any transaction otherwise permitted under Section 6.02 hereof, and will not permit any Subsidiary to, make any (ii) the Borrower Representative or its Subsidiaries may consummate an Acquisition unless such Acquisition satisfies all of the following conditionsif: (ia) the Person to be (xor whose assets are to be) at acquired does not oppose such Acquisition and the time material line or lines of business of the Person to be acquired would constitute a Permitted Business; (b) on the date of the consummation of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (c) for Acquisitions with a Cost of Acquisition in excess of $2,000,000, the Borrower Representative shall have given not less than thirty (30) days’ prior written notice to the Administrative Agent (or such later notice as agreed to by the Administrative Agent in its sole, reasonable discretion) identifying the applicable Acquisition and providing a general overview of such Acquisition based on information known to the Loan Parties at such time; (yd) immediately on the date of the consummation of the Acquisition (and after giving effect to such Acquisition), the Borrower is Holdings and its Subsidiaries shall be in pro forma compliance on a Pro Forma Basis with the financial covenants covenant set forth in Article VI recomputed Section 6.15 as of the last day of the most recently ended Fiscal Quarter for which financial statements are available Test Period, after giving effect to such Acquisition; (and e) if, after the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses Person acquired is a Subsidiary, the applicable Loan Party or Subsidiary shall have complied with the provisions of Section 5.15 and the applicable provisions of the Security Documents (x) and (y) are true and correctin each case, within the applicable time period for compliance); (iif) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess on the date of $30,000,000the consummation of such Acquisition, the Borrower delivers Representative shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower Representative, certifying to such officer’s knowledge, compliance with the requirements of preceding clauses (a) through (f) and Lenders containing the Acquisition Information Packagecalculations (in reasonable detail) required by the preceding clause (e); and (iiig) completion by the Borrower shall deliver to Administrative Agent of all customary and reasonable due diligence performed on the documentation Persons (directly or indirectly) to be (or whose assets are to be) acquired in connection with such Acquisition, the scope and agreements results of which shall be reasonably satisfactory to the Administrative Agent, including without limitation as may be required by Section 5.10 herein within the time period required under Section 5.10Administrative Agent or Lenders to complete their “know your customer” due diligence, as applicable.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Promptly upon each acquisition of Timberland by the Borrower, the Borrower will not, shall promptly mortgage such Timberland to the Administrative Agent to secure the Obligations and will not permit any Subsidiary to, make any Acquisition unless shall comply with the requirements of clauses (iii) and (vi) below. If the Borrower desires that such Acquisition satisfies all Timberland be included in the Value of Merchantable Timber it shall comply with the following conditionsconditions and the Value of Merchantable Timber shall be redetermined under the procedures set forth in Section 4.2(a) hereof and the Administrative Agent shall notify the Borrower and the Lenders of such redetermination. The conditions to inclusion of acquired Timberland in the Value of Merchantable Timber are as follows: (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default Administrative Agent shall have occurred been provided with such information concerning the Timberland to be acquired as it may reasonably request; (ii) in the case of acquisitions of Stumpage Rights, the Administrative Agent shall have been provided with copies of all deeds or other agreements providing for such stumpage rights and shall have approved the same in form and substance; (iii) the Administrative Agent shall have received such mortgages, deeds of trust and other Collateral Documents as it may reasonably require granting it a first lien on the Timberland being acquired to secure the Obligations and the same shall be continuing duly filed for record as required to be effective as against purchasers and creditors; (yiv) immediately after giving the Administrative Agent shall have been provided with a mortgagee's policy or policies of title insurance (or binding commitment therefor) or an endorsement to the policies theretofore issued to it insuring the liens of those Collateral Documents creating Liens on such Timberland to be valid first liens subject to no defects or objections which are reasonably unacceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require; (v) the Administrative Agent shall, if it so requests, have received a report satisfactory to it from an acceptable independent consultant as to any endangered species, disease, infestation, fire damage or regulatory issues concerning the Timberland being acquired; (vi) if the additional Timberland in question is located in a state other than one in which Timberland have been previously mortgaged, the Administrative Agent shall have received an opinion of counsel reasonably acceptable to it with respect to the mortgage on such Timberland to the effect that the mortgages and deeds of trust creating liens on real property or rights to Timber are adequate under local law for their intended purposes, contain remedial provisions as customarily required by prudent mortgagees in the state in question and will not subject the Administrative Agent or the Lenders to taxation in such Acquisition, state and to the effect that the Borrower is duly licensed or qualified to do business in compliance on a Pro Forma Basis with the financial covenants state in question; (vii) the Administrative Agent shall have received an appraisal of the additional Timberland being acquired from an Acceptable Appraiser and conforming to the appraisal requirements set forth in Article VI recomputed as Section 4.2(a) hereof; (viii) the Timberlands to be acquired shall be located within the states of the last day of the most recently ended Fiscal Quarter for which financial statements are available Washington, Oregon, Idaho, California, Montana, Colorado or Utah; and (and ix) the Borrower shall be deemed to have represented and warranted repeated all of the representations contained in Section 6.14 hereof with respect to such additional Timberland as of the Administrative Agent and date of the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or acquisition in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Packagequestion; and (iiix) the Borrower Timberland in question shall deliver to Administrative Agent be owned by the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Borrower.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such without the prior written consent of Majority Lenders; provided, however, if immediately prior to and after giving effect to the proposed Acquisition satisfies all there shall not exist a Default or Event of Default, then the Borrower or any of its Subsidiaries may make Acquisitions without the consent of the following conditions: Lenders so long as (i) such Acquisition shall not be opposed by the board of directors of the Person being acquired, (xii) the Lenders shall have received written notice at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Agent shall have received at least 15 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have a first priority Lien in such assets, subject only to Permitted Liens, (v) if the Acquisition results in a Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and Collateral Documents granting a first priority Lien in all its assets to secure the Obligations, (B) 100% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations (unless such Subsidiary is domiciled outside of the United States, in which case 65% of its Capital Stock shall be pledged), and (C) the Lenders receive such documents, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clauses (A) and (B) above, and (vi) the aggregate amount of the Acquisition Consideration in connection with such Acquisitions does not exceed (A) at any time on or before December 31, 1999, the lesser of (1) the Maximum Redeployment Amount, and (2) $5,000,000, (B) at any time during the period beginning January 1, 2000, and ending on December 31, 2000, the Maximum Redeployment Amount minus the amount of 1999 Proceeds used for Acquisitions permitted hereunder on or before December 31, 1999, provided that the Leverage Ratio at the time of any such Acquisition is less than 6.75 to 1.00, and (C) at any time thereafter, the Maximum Redeployment Amount minus amounts required to be used to prepay Advances pursuant to the Restricted Account Agreement, provided that the Leverage Ratio at the time of such Acquisition and immediately is less than the maximum ratio applicable in accordance with the following table: PERIOD DURING WHICH ACQUISITION OCCURS MAXIMUM RATIO ======================================================== ========================= 01/01/01 through 12/31/01 6.00 to 1.00 -------------------------------------------------------- ------------------------- All times thereafter 5.25 to 1.00 ======================================================== ========================= In addition to Acquisitions permitted above, the Borrower or any of its Subsidiaries may make Acquisitions at any time on or after giving effect theretoJanuary 1, no 2000, so long as (a) the conditions set forth in Section 7.6(i) through (v), above, are satisfied, (b) there shall not exist a Default or Event of Default shall have occurred immediately prior to and be continuing and (y) immediately after giving effect to such the proposed Acquisition, and (c) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as aggregate amount of the last day Acquisition Consideration in connection with all such Acquisitions does not exceed an aggregate amount of $5,000,000 at any time, provided that such Dollar limitation may be waived or increased upon prior written consent of the most recently ended Fiscal Quarter for which financial statements are available (and Majority Lenders. For purposes of this Section 7.6, the Borrower term "Acquisitions" shall be deemed to have represented include Investments by the Borrower and warranted to the Administrative Agent and the Lendersits Subsidiaries in assets (including, at the time of consummation of such Acquisitionwithout limitation, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cashInvestments in inventory, stockaccounts receivable, personal property, debt assumed, contingent consideration equipment and other property) equal in connection with a new product line expansion reasonably related to or the business described in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iiiSection 4.1(d) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10hereof.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notMake any Acquisitions, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) (x) at the time of such Acquisition and immediately after giving effect thereto, except so long as there exists no Default or Event of Default shall have occurred both before and be continuing and (y) immediately after giving effect to each such Acquisition, make Permitted Acquisitions, so long as (a) the Borrower is shall be in pro forma compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as Section 7.13 both before and after giving effect to each such Permitted Acquisition, and each consummation of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and a Permitted Acquisition by the Borrower shall constitute a representation by the Borrower that it is in such pro forma compliance with the financial covenants set forth in Section 7.13; (b) except with respect to Acquisitions of an Unrestricted Subsidiary, the Borrower shall have given the Administrative Agent prior written notice regarding each Permitted Acquisition with a cash consideration of $50,000,000 or more; (c) except with respect to Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition with a cash consideration of $200,000,000 or more, the Borrower shall have delivered to the Administrative Agent: (i) within five days prior to the consummation of such Acquisition (or such lesser time as agreed to by the Agents), calculations demonstrating on a pro forma basis the Borrower’s pro forma compliance with the financial covenants set forth in Section 7.13, all in such detail and in such form as is reasonably acceptable to the Agents; and (ii) within five days prior to the consummation of such Acquisition (or such lesser time as agreed to by the Agents), projections for the Borrower for a period of the lesser of five years and the maturity of the Loans hereunder after the closing of such Acquisition (giving effect to such Acquisition) and showing the source of financing for such Acquisition, all in such detail and in such form as is reasonably acceptable to the Agents; and (d) except with respect to Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition consummated under this Section 7.07, the Borrower shall have complied with each of the following: (i) except as permitted by Section 5.17, all FCC Licenses acquired in connection with each such Acquisition shall be deemed transferred promptly upon consummation of such Acquisition to a License Subsidiary; (ii) with respect to Permitted Acquisitions with a cash consideration in excess of $100,000,000, unless the Borrower reasonably expects that the Final Order will be granted notwithstanding the filing of such objection or filing described below, the FCC consent to the assignment of the FCC Licenses relating to the Stations being acquired pursuant to such Permitted Acquisition at such time (the “FCC Consent”) shall have represented and warranted become a Final Order unless (i) no filing shall have been made with the FCC that pertains to or becomes associated with any request for consent to the assignment of any of the FCC Licenses being acquired pursuant to such Permitted Acquisition, except for filings made by repeat nuisance filers (or their affiliates, agents or representatives) that have made a filing on multiple occasions against the Borrower or the Parent, or any Subsidiary of either of them, which such filing would not reasonably be expected to prevail (“Nuisance Filing”), or (ii) if any such filing shall have been made other than a Nuisance Filing, the Borrower shall have delivered to the Administrative Agent and the Lenders, at Lenders an opinion of the time of consummation Borrower’s FCC counsel in form and substance reasonably satisfactory to the Administrative Agent with respect to the effect of such Acquisition, that the foregoing clauses (x) and (y) are true and correct)filing; (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Parent, the Borrower or the applicable Subsidiary shall have granted a prior and first Lien priority interest in, and pledged to the Administrative Agent on behalf of the Lenders, all of the Equity Interests of each such new Domestic Subsidiary acquired in connection with a Permitted Acquisition hereunder as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Parent/Borrower Pledge Agreement or the Subsidiary Pledge Agreement, and executed and delivered to the Administrative Agent all such documentation for such pledge (including, a supplement to the Subsidiary Pledge Agreement, original stock certificates and duly executed stock powers, as applicable) as, in the reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; and (iv) the Borrower shall deliver have delivered to the Administrative Agent evidence reasonably satisfactory to the documentation Administrative Agent to the effect that all material approvals, consents or authorizations required in connection with such Acquisition (including the formation of any License Subsidiary and agreements the transfer of FCC Licenses to a License Subsidiary) from any Licensing Authority or other Governmental Authority shall have been obtained, and such opinions as the Administrative Agent may reasonably request as to the Liens granted to the Administrative Agent, for the benefit of the Lenders in the Equity Interest, as required by Section 5.10 herein within pursuant to this Section, as to any required regulatory approvals for such Acquisition and as to such other matters as the time period required under Section 5.10Administrative Agent may reasonably request.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower Parent will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditionsunless: (i) such Acquisition (xif by purchase of assets, merger, consolidation or amalgamation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the Parent or a Subsidiary of the Parent and, if effected by merger, consolidation or amalgamation involving the Parent, the Parent shall be the continuing or surviving entity and, if effected by merger, consolidation or amalgamation involving a Subsidiary of the Parent, such Subsidiary shall be the continuing or surviving entity; (ii) such Acquisition (if by purchase of Equity Interests) shall be effected in such manner so that the acquired entity becomes a Subsidiary of the Parent; (iii) such business and the related assets, or any acquired Subsidiary, are primarily a business permitted under Section 8.10; (iv) after giving effect to such Acquisition on a pro forma basis (as if completed on the first day of the four-quarter period ended on the last day of the most recent fiscal quarter for which financial statements are then available, and including in such pro forma calculation all Indebtedness assumed as part of or incurred to finance such Acquisition as if such Indebtedness was incurred on the first day of such period) the Total Leverage Ratio would be no greater than 2.25 to 1 (such ratio to be based upon financial statements for the acquired business that, in the Parent’s reasonable opinion, are sufficient for it to make a calculation thereof on a pro forma basis, as at the end of and for Credit Agreement the period of four fiscal quarters most recently ended prior to the date of such Acquisition for which financial statements of the Parent and its Subsidiaries are available, under the assumption that such Acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period), provided that, unless such Acquisition is made solely with Unapplied Equity Proceeds, in the event such Acquisition shall be of a stand-alone business entity or unit of the respective seller for which separate audits are available and the aggregate amount of consideration in respect of such Acquisition shall exceed $25,000,000, the Parent shall have delivered to the Administrative Agent financial statement for the acquired business for its most recent fiscal year reviewed by independent auditors; and (v) at the time of such Acquisition and immediately both before and after giving effect theretoto such Acquisition (including under any financial covenant calculated on a pro forma basis), no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to and, unless such AcquisitionAcquisition is made solely with Unapplied Equity Proceeds, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as sum of the last day unused Revolving Credit Commitments and Incremental Loan Commitments of each Class together with cash and Cash Equivalents carried on the consolidated balance sheets of the most recently ended Fiscal Quarter for which financial statements are available Parent and its consolidated Restricted Subsidiaries (excluding cash and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time Cash Equivalents securing reimbursement obligations in respect of consummation of such Acquisition, that the foregoing clauses (xSecured LOCs) and (y) are true and correct); (ii) is at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.1050,000,000.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not(a) Acquire, and will after the Agreement Date, any Business Unit or Investment or, after the Agreement Date, maintain any Investment other than Permitted Investments, EXCEPT that this SECTION 11.4 shall not permit apply to Acquisitions by Heaf▇▇▇ ▇▇ another Loan Party after the Effective Date of (A) Investments in the capital stock of any Subsidiary to, make any Acquisition unless such Acquisition satisfies all other Person organized under the laws of the following conditionsUnited States of America or any state thereof which thereupon becomes a Wholly Owned Subsidiary or (B) Business Units located in the United States, provided, that: (i) the aggregate Purchase Price of all such Acquisitions does not exceed $75,000,000 during the term of this Agreement, (xii) at Heaf▇▇▇ ▇▇ the time applicable Loan Party has made available to the Administrative Agent, not later than 10 Business Days prior to the proposed date of such Acquisition, the results of any investigation of the target performed by or on behalf of such Loan Party and copies of the Acquisition documents and immediately after giving effect thereto, no Default or Event historical financial statements of Default the target for at least the three previous years, (iii) the Administrative Agent shall have occurred received evidence satisfactory to it of the Loan Parties' continued compliance with the provisions of this Agreement and be continuing the other Loan Documents, including, without being limited to, the provisions of SECTIONS 9.4, 9.11 and (y) immediately 11.1, on a pro forma basis after giving effect to such Acquisition, (iv) to the extent financed with Debt other than Acquired Debt or Loans, such Debt shall be payable to the Borrower is in compliance on a Pro Forma Basis with seller and shall be subordinated to the financial covenants set forth in Article VI recomputed as prior payment of the last day of the most recently ended Fiscal Quarter for which financial statements are available (Secured Obligations on terms and the Borrower shall be deemed to have represented and warranted conditions satisfactory to the Administrative Agent and the Required Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct);, (iiv) the Administrative Agent shall have received evidence satisfactory to it demonstrating on a pro forma basis that Net Income of the target, before provision for interest expense, taxes, depreciation and amortization for the period of 12 consecutive calendar months ended nearest the date of determination, is at least five (5) Business Days before equal to the sum of interest expense and scheduled principal payments on any Acquisition for a total consideration Debt incurred in connection with payment of the Purchase Price (including cashLoans and Acquired Debt), stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iiivi) as requested by the Borrower Administrative Agent, any new Subsidiary shall deliver have executed and delivered the Subsidiary Guaranty and a Subsidiary Security Agreement, or all Loan Parties, as appropriate, and such new Subsidiary shall have executed and delivered an amendment to Administrative Agent this Agreement sufficient to cause such new Subsidiary to become a "Borrower" hereunder, and in either case shall have delivered or caused to be delivered as to such Subsidiary the documentation items referred to in SECTIONS 5.1(A)(3), (4), (5), (6), and agreements required (8) and an opinion of counsel for such Subsidiary as to such matters in connection with the transactions contemplated by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety Subsidiary Guaranty and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.Subsidiary Security

Acquisitions. The Borrower will Parent shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, make make, in one or more transactions, any (a) Acquisition unless such Acquisition satisfies all of during the following conditions: fiscal year ending on December 31, 1996, (i) if the Acquisition is not of a Restricted Subsidiary or of the assets of a domestic entity, (ii) if the Acquisition Consideration therefor equals or exceeds $65,000,000, (iii) if the sum of the Acquisition Consideration therefor, together with the Acquisition Consideration given for all other such Acquisitions by the Parent and its Restricted Subsidiaries during such period, equals or exceeds $120,000,000, and (iv) unless such Restricted Subsidiary becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.12) and its Restricted Subsidiaries (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.12) shall be pledged pursuant to a Pledge Agreement; or (b) Acquisition during any fiscal year ending after December 31, 1996, (i) if the Acquisition is not of a Restricted Subsidiary or of the assets of a domestic entity, (ii) if the Acquisition Consideration therefor equals or exceeds $65,000,000, (iii) if the sum of the Acquisition Consideration therefor, together with the Acquisition Consideration given for all other such Acquisitions during such fiscal year exceeds $100,000,000, and (iv) unless such Restricted Subsidiary becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.12) and its Subsidiaries (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.12) shall be pledged pursuant to a Pledge Agreement; or (c) Acquisition of a Foreign Subsidiary, unless (x) at the time Acquisition Consideration for all such Acquisitions occurring after the Agreement Date, together with the aggregate amount of such Acquisition obligations incurred after the Agreement Date in respect of Guaranties and immediately letters of credit pursuant to SECTION 7.1(i) hereof and Investments made after giving effect theretothe Agreement Date pursuant to SECTION 7.3(j) which are not in entities organized under the laws of the United States or any state thereof, no Default or Event of Default shall have occurred and be continuing does not exceed $50,000,000 and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as an amount of the last day capital stock of such Foreign Subsidiary necessary to cause the Administrative Lender to have a security interest in, and pledge of, all of the most recently ended Fiscal Quarter for which financial statements are available (and capital stock of, or other equity interest in, such Foreign Subsidiary owned by the Borrower pledgor or such lesser amount such that in any case not more than 66% of all of the capital stock of, or other equity interest in, such Foreign Subsidiary, shall be deemed pledged pursuant to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Foreign Subsidiary Pledge Agreement.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Without the prior written consent of Agent and the Required Banks, no Company shall effect an Acquisition except any Company may effect an Acquisition so long as (a) with respect to a merger or consolidation involving Borrower will notor a Guarantor of Payment, and will not permit any Subsidiary to, make any Acquisition unless Borrower or such Acquisition satisfies all Guarantor of Payment is the surviving entity; (b) the business to be acquired is similar to the lines of business of the following conditions: Companies; (ic) the Person to be acquired is organized under the laws of the United States; (xd) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default exists and the Companies are in full compliance with the Loan Documents in each case both prior to and subsequent to the transaction; (e) the Company (other than Borrower or any Guarantor of Payment) effecting the Acquisition and the Person or Persons acquired in connection with any such Acquisition shall become a Guarantor of Payment pursuant to Section 5.21 to the extent required by Section 5.21; (f) in the case of any Acquisition in which the total aggregate consideration to be paid pursuant to such Acquisition is in excess of five percent (5%) of Total Assets as of the end of the most recent fiscal quarter of Borrower for which financial statements have occurred been delivered to Agent pursuant to Section 5.3(a) or (b) (whichever was most recently delivered to Agent), Borrower shall provide to Agent and be continuing the Banks, at least thirty (30) days prior to such Acquisition, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Borrower which shows compliance with the requirements in this Section 5.13; (g) in the case of an Acquisition in which, both before and after the proposed Acquisition, Borrower has a pro forma Leverage Ratio of greater than or equal to 1.50 to 100, liquidity is greater than or equal to $20,000,000; and (yh) the pro forma Leverage Ratio before and immediately after giving effect to such Acquisitionthe proposed Acquisition complies with Section 5.7(a), giving effect to any applicable Leverage Ratio Increase Period. For purposes of this Section 5.13, “liquidity” shall mean, as of any date of determination, all unrestricted cash and Cash Equivalents of the Borrower, the Borrower is in compliance on a Pro Forma Basis with Guarantors of Payment (excluding any Foreign Subsidiaries) and the financial covenants set forth in Article VI recomputed as Insurance Subsidiary plus the aggregate unused amount of the last day of the most recently ended Fiscal Quarter for which financial statements are available Revolving Credit Commitment (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or but not in excess of $30,000,000the maximum amount that could be borrowed by Borrower without exceeding the then applicable maximum Leverage Ratio pursuant to Section 5.7(a) hereof, the Borrower delivers giving effect to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10any applicable Leverage Ratio Increase Period).” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The (a) Except for the Acquisitions listed on Schedule 5, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, make any Acquisition unless such Acquisition satisfies all of the following conditions: any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (xnon-hostile); (ii) the total consideration for the Acquisition shall not exceed $75,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $150,000,000 in the aggregate; (iv) the business and assets subject to the Acquisition shall be in the same line of business as the Borrower and its Subsidiaries; (v) at the time of such Acquisition and immediately after giving effect theretothe Acquisition, no Default or and no Event of Default shall have occurred and be continuing and exist; (yvi) immediately after giving effect to such Acquisition, the Borrower is in compliance on no Event of Default shall exist as a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as result of the last day Acquisition; (vii) in the case of a merger of the most recently ended Fiscal Quarter for which financial statements are available (and Borrower, the Borrower shall be deemed to have represented the surviving entity; (viii) the Borrower and warranted to the Administrative affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the LendersLenders if required by Section 2.18(b); (ix) if the Person subject to the Acquisition becomes a Domestic Subsidiary, at and if required by Section 2.18(b), the time Domestic Subsidiary shall execute (A) a security agreement in any securities of consummation any Subsidiaries of such Acquisitionthe new Subsidiary, that (B) one or more security agreements in the foregoing clauses assets of the Domestic Subsidiary, and (C) a joint and several guaranty of the Secured Obligations; (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000if required by the Agent, the Borrower delivers shall submit a legal opinion with respect to Administrative Agent and Lenders the Acquisition Information Packageto the Agent, in form and substance reasonably satisfactory to the agent; and and (iiixi) based on pro forma financial statements, the Borrower shall deliver to Administrative Agent have at least $15,000,000 of availability under the documentation and agreements required by Section 5.10 herein within Revolving Loan Commitment immediately following the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entiretyAcquisition. (jb) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached heretoParent will not make any Acquisition of any Person, except for the Acquisition of all of the membership interest of the Borrower. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, at any time, (A) make any Acquisition unless purchase or other acquisition (including by way of a dividend received or otherwise and whether in a single transaction or in a series of related transactions and including each of the Pending Acquisitions) of zzz. any assets of any other Person that, taken together, constitute a business unit, aaaa. any Capital Stock of any other Person if, immediately thereafter, such other Person would be a Subsidiary of the Borrower, or bbbb. any assets of any other Person otherwise not in the ordinary course of business, (B) enter into any binding agreement to perform any transaction described in clauses (i), (ii) or (iii) above which is not contingent on obtaining the consent of the Required Lenders (each transaction described in clauses (A) and (B) above being referred to as an "ACQUISITION"), or (C) make any deposit in connection with any potential Acquisition, except: (A) Acquisitions by the Borrower or any Subsidiary Guarantor, provided that (I) no Default shall or would exist immediately before or after giving effect to each such Acquisition satisfies and all of the following conditions:representations and warranties contained in Section 4 shall be true and correct as if then made, (iII) with respect to each such Acquisition other than a Pending Acquisition, the sum (xthe "Acquisition Consideration") at of (a) the time cash consideration paid or agreed to be paid in connection with such Acquisition plus (b) the fair market value of all non-cash consideration paid or agreed to be paid in connection with such Acquisition plus (c) an amount equal to the principal or stated amount of all liabilities assumed or incurred by such Person or any Loan Party in connection therewith shall not exceed $50,000,000, (III) the Borrower shall have delivered to the Administrative Agent and each Lender (1) with respect to each Acquisition (other than a Pending Acquisition), pursuant to which the Acquisition Consideration exceeds $5,000,000, written notice thereof not less than five Business Days prior to such Acquisition, (2) a certificate of a Financial Officer thereof, in all respects reasonably satisfactory to the Administrative Agent and dated the date of such consummation, certifying that (a) no Default has occurred and is continuing, (b) such Acquisition will be consummated in accordance with the terms of the applicable Acquisition documents with no amendment, supplement or other modification of any term or provision thereof which adversely affects the interests of any Credit Party under any Loan Documents, and (c) in connection with the Contemporary Acquisition only, Contemporary owns 100% of the Riverport Amphitheater in St. Louis, Missouri, (3) a Compliance Certificate signed by a Financial Officer of the Borrower, in all respects reasonably satisfactory to the Administrative Agent, dated the date of the consummation of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (yi) immediately stating that the Borrower is in compliance with all covenants on a pro-forma basis after giving effect to such Acquisition, and (ii) attaching a copy of a pro-forma consolidated balance sheet of the Borrower is in compliance on a Pro Forma Basis with utilized for purposes of preparing such Compliance Certificate, which pro-forma consolidated balance sheet presents the Borrower's good faith estimate of its pro-forma consolidated financial covenants set forth in Article VI recomputed condition at the date thereof, after giving effect to such Acquisition, and (4) such other information, documents and other items as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Packageshall have reasonably requested; and (iiiB) deposits in connection with potential Acquisitions, provided that cccc. such Acquisition would otherwise be permitted under this Section 8.5, but for the fulfillment by the Borrower of the conditions set forth in Section 8.5(a), dddd. no Default shall deliver or would exist immediately before or after giving effect thereto, eeee. immediately after giving effect to Administrative Agent each deposit, the documentation aggregate amount of all outstanding deposits under this Section 8.5(b) does not exceed $15,000,000, and agreements required by Section 5.10 herein within ffff. each such deposit (together with earnings thereon) is to be applied in full to the time period required under Section 5.10purchase price of the related Acquisition if such Acquisition is consummated, and gggg. such deposit is invested in Cash Equivalents pending such application.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Subsidiary of its Subsidiaries to, make any Acquisition Acquisition, unless (a) such Acquisition satisfies all is substantially related to the business of the following conditions: Borrower and its Subsidiaries, taken as a whole, and is not hostile, (ib) (x) at the time of if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Domestic Subsidiary of the Borrower and immediately after giving effect theretocomply with the requirements of Section 5.6, (c) if such Acquisition is an Acquisition of assets, such Acquisition is structured so that a Credit Party shall acquire such assets, (d) no Default or Event of Default shall have occurred and or be continuing or would result from such Acquisition, (eand (e) either (i) (A) the Leverage Ratio, calculated on a pro forma basis after giving effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended, is less than 2.0 to 1.0 and (yB) immediately after giving effect to such Acquisition, Liquidity would be greater than or equal to $15,000,000 or (ii) (A) the total consideration (including the adjustment of purchase price or similar adjustments) for such Acquisition and all other Acquisitions permitted under this clause (e)(ii) during any fiscal year expended by the Borrower is or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $10,000,000 and (B) the Borrower and its Subsidiaries shall be in pro forma compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed Section 6.16 and 6.17 after giving effect to such Acquisition as of the last day beginning of the period of four fiscal quarters most recently ended Fiscal Quarter for which financial statements are available and (and the Borrower shall be deemed f) after giving effect to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) Liquidity would be greater than or equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.15,000,000..

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make (a) So long as the Consolidated Senior Secured Leverage Ratio is less than or equal to 1.50 to 1.00 based on a Pro Forma Effect Compliance Certificate delivered to the Administrative Agent prior to any Acquisition contemplated hereunder and giving pro forma effect thereto and to any Borrowings in connection therewith, enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, unless such Acquisition satisfies all of the following conditions: (i) the Person to be (xor whose assets are to be) at the time of acquired does not oppose such Acquisition and immediately after giving effect theretothe line or lines of business of the Person to be acquired constitute Core Businesses, (ii) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, if the Cost of Acquisition is in excess of $25,000,000, the Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition, and (yB) a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, which Compliance Certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iii) the Person acquired shall be a wholly-owned Restricted Subsidiary, or be merged with or into a Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be a Restricted Subsidiary), (iv) upon consummation of the Acquisition each Non-▇▇▇▇▇▇▇ Subsidiary shall have complied with the provisions of Section 7.12, including with respect to any new assets (including real property or mineral rights) acquired, (v) if the Cost of Acquisition shall exceed an amount equal to fifty percent (50%) of the Aggregate Acquisition Limit (defined below) in effect as of the date of such Acquisition, the Required Lenders shall consent to such Acquisition in their discretion, and (vi) after giving effect to such Acquisition, the Borrower aggregate Costs of Acquisition incurred since the Closing Date shall not exceed the Aggregate Acquisition Limit then in effect; provided that an agreement, contract, binding commitment or other arrangement providing for an Acquisition that would not otherwise satisfy the provisions of this Section 8.13 at such time may be entered into so long as an express condition to the consummation thereof is in the full compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (this Agreement and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Loan Documents.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any No Company shall effect an Acquisition; provided that a Company may effect an Acquisition unless so long as such Acquisition satisfies meets all of the following conditionsrequirements: (ia) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower or other Credit Party, such Borrower or Credit Party shall be the surviving entity (x) at including if the time of surviving entity becomes a Credit Party contemporaneously with such Acquisition pursuant to documentation reasonably satisfactory to the Administrative Agent); (b) the business to be acquired shall be similar to, or related to, incidental to, or a reasonable expansion or extension of the line of business(es) of one or more of the Borrowers and immediately after giving effect thereto, one or more of the Guarantors of Payment; (c) no Default or Event of Default shall have occurred and be continuing and (y) immediately exist prior to or, after giving pro forma effect to such Acquisition, ; (d) such Acquisition is not actively opposed by the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as board of directors (or similar governing body) of the last day of selling Persons or the most recently ended Fiscal Quarter for which financial statements Persons whose equity interests are available to be acquired; (and e) the Borrower Borrowers shall be deemed to have represented and warranted provided to the Administrative Agent and the Lenders, at within five Business Days prior to such Acquisition (or such later date as agreed to by the time Administrative Agent), (i) substantially final copies of consummation the Acquisition documents and related disclosure schedules, and (ii) historical financial statements of such Acquisition, that the foregoing clauses target entity (xas prepared and provided by the target entity) and (y) are true and correct)a certificate of a Financial Officer showing pro forma compliance with Section 5.7 hereof after giving effect to the proposed Acquisition; (iif) at least five Available Liquidity shall be no less than Fifty Million Dollars (5$50,000,000) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration both immediately prior to and other property) equal immediately after giving effect to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Packagesuch Acquisition; and (iiig) the Borrower shall deliver to Administrative Agent aggregate cash Consideration paid for such Acquisition, when combined with cash Consideration paid for all other Acquisitions by the documentation and agreements required by Section 5.10 herein within Companies during the time period required under Section 5.10.” Commitment Period, does not exceed, the sum of (i) The Credit Agreement is hereby amended Two Hundred Fifty Million Dollars ($250,000,000), plus (ii) one hundred percent (100%) of the net cash proceeds from the issuances of Convertible Debt Securities issued after the Closing Date, plus (iii) one hundred percent (100%) of the net cash proceeds received by deleting Exhibit E attached thereto in its entiretythe Companies from equity issuances after the Closing Date. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notNo Company shall effect an Acquisition; provided that (a) DMC Global may consummate the Arcadia Acquisition on the Closing Date and may enter into the other transactions contemplated by Section 5.15(d) hereof in accordance with the terms thereof, and will not permit (b) a Company may effect any Subsidiary to, make any other Acquisition unless such Acquisition satisfies all of the following conditionsso long as: (i) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity and, in all cases, DMC Global shall be a surviving entity; (xii) at in the time case of such an Acquisition and immediately after giving effect theretothat involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (iii) the business to be acquired shall be similar or related to the lines of business of the Companies; (iv) no Default or Event of Default shall have occurred and exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (v) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be continuing and acquired; (yvi) immediately after the Leverage Ratio, calculated on a pro forma basis for the most recently ended trailing four-quarter period giving effect to such Acquisition, shall be less than 3.00 to 1.00 (provided that, if the Borrower Leverage Ratio requirement pursuant to Section 5.7(a) hereof then in effect is less than 3.25 to 1.00, then the Leverage Ratio shall be at least one-quarter turn (.25x) below the Leverage Ratio covenant requirement pursuant to Section 5.7(a) then in compliance on a Pro Forma Basis with effect); (vii) if the financial covenants set forth aggregate Consideration for an anticipated Acquisition is greater than Twenty-Five Million Dollars ($25,000,000), and one or more Companies have previously consummated an Acquisition permitted hereunder after the Closing Date the aggregate Consideration for which was in Article VI recomputed as excess of Twenty-Five Million Dollars ($25,000,000), the Companies shall have received the written consent of the last day of the most recently ended Fiscal Quarter for which financial statements are available (Administrative Agent and the Borrower Required Lenders with respect to such anticipated Acquisition; and (viii) in the case of an Acquisition with an aggregate Consideration greater than Ten Million Dollars ($10,000,000), or the equivalent in such other currency used in connection with such Acquisition, DMC Global shall be deemed to (A) have represented and warranted delivered to the Administrative Agent and the LendersLenders at least ten (10) Business Days prior written notice of any such proposed Acquisition, at which notice shall (1) contain the time estimated date such proposed Acquisition is scheduled to be consummated, (2) attach a true and correct copy of consummation the draft purchase agreement (if available), letter of intent, description of material terms or similar agreements executed by the parties thereto in connection with such proposed Acquisition, (3) contain the estimated aggregate Consideration of such Acquisitionproposed Acquisition and the estimated amount of related costs and expenses and the intended method of financing thereof, that (4) contain historical financial statements of the foregoing clauses (x) target entity and (y) are true and correct); (ii) at least five a pro forma financial statement of the Companies, (5) Business Days before contain the estimated amount of Loans required to effect such proposed Acquisition and (6) be accompanied by an officer’s certificate executed by a Financial Officer, certifying as to compliance with the requirements of this Section 5.13 and containing the calculation required in subpart (vi) above; and (B) provide any such other information regarding the Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, as the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10may request.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will Borrowers shall not, and will shall not permit any Subsidiary Restricted Subsidiaries to, make any Acquisition unless such Acquisition satisfies acquire by purchase or otherwise all or substantially all of the following conditionsbusiness, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) Company and its Restricted Subsidiaries may make Consolidated Cash Capital Expenditures permitted under subsection 6.6C; (ii) Telecommunications Acquisitions; provided that (a) the aggregate cumulative consideration (including assumption of Indebtedness) for all such acquisitions following the Closing Date shall not exceed (1) $50,000,000 for the period from the Closing Date to the later of (x) the date on which the Series B Term Loans may be fully drawn in accordance with the limitations on borrowing set forth in Section 2.1A(iv), and (y) January 1, 2001 (the later of such dates being the "INCREASE DATE"), and the aggregate cumulative Cash consideration for all such acquisitions during such period shall not exceed $25,000,000, or (2) from and after the Increase Date, the aggregate cumulative consideration (including assumption of Indebtedness) for all such acquisitions since the Closing Date shall not exceed $100,000,000, and the aggregate cumulative Cash consideration since the Closing Date shall not exceed $50,000,000 and (b) at least five Business Days prior to the date of the consummation of such acquisition, Company shall deliver to the Lenders and Administrative Agent projected financial statements for Company and its Restricted Subsidiaries on a consolidated basis through the Maturity Date giving pro forma effect to such acquisition demonstrating that Borrowers shall be in pro forma compliance with all of the covenants contained in this Agreement through the Maturity Date. In the event Borrowers desire to obtain the consent of Requisite Lenders to any acquisition not otherwise permitted under this subsection 6.9, Company shall notify Administrative Agent. Administrative Agent shall notify Lenders as soon as practicable following receipt of a request for consent to an acquisition from Company and shall cooperate with Company in seeking to obtain Requisite Lenders' approval or disapproval of such request within a commercially reasonable time period taking into account all relevant factors at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10request.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person, or acquire any option to make any Acquisition unless such Acquisition satisfies all acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the ordinary course of business; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the following conditionsBorrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate each Approved Acquisition and any Other Acquisition (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options), provided that, if applicable: (i) (x) at the time of such Acquisition and both immediately prior after giving effect theretoto such Acquisition, no Default or Event of Default shall have occurred and be continuing (and, in the case of such Acquisition, the Borrower shall be in compliance with the Total Indebtedness Ratio under Section 7.11(d), calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period); (ii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by (A) an Initial FCC Order, in the case of any such Approved Acquisition or if the aggregate consideration for any Other Acquisition and all Other Acquisitions permitted under this clause (ye) and consummated after the date hereof which have not been approved by a Final FCC Order is equal to or less than $300,000,000 in the aggregate or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary); (iv) at the time that the Borrower or any of its Subsidiaries enters into a definitive purchase agreement for such Acquisition, either: (A) the Borrower has sufficient financing committed to it to enable it or its Subsidiary, as the case may be, to consummate such Acquisition or (B) if the maximum amount of all termination, break-up and similar fees payable by the Borrower or its Subsidiary, as the case may be, by reason of such Acquisition failing to be consummated were included in the calculation of Total Indebtedness, the Borrower would be in compliance with the Total Indebtedness Ratio on such date; (v) after the consummation of such Acquisition, there shall remain unused Revolving Commitments in an aggregate amount of not less than $25,000,000; (vi) immediately after giving effect to such Acquisition, the BCF Percentage does not exceed 25%; (vii) if the Aggregate Consideration for such Acquisition is equal to or greater than $75,000,000, the Borrower is in compliance shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a Pro Forma Basis with pro forma basis as if such Acquisition had been consummated on the financial covenants set forth in Article VI recomputed as of the last first day of the period of four fiscal quarters of the Borrower ending on or most recently ended Fiscal Quarter prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11 or sub-clause (vi) of this clause (e); (viii) if the Aggregate Consideration for which financial statements are available such Acquisition is equal to or greater than $75,000,000 or if the portion of the Aggregate Consideration for such Acquisition payable to extend and exercise any option acquired in connection with such Acquisition exceeds 20% of the Aggregate Consideration payable in connection with such Acquisition, no later than the date falling ten Business Days (and or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall be deemed to have represented and warranted delivered to the Administrative Agent and the Lenders, at the time of consummation drafts or executed counterparts of such Acquisitionof the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related management, that non-compete, employment, option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the foregoing clauses (x) and (y) are true and correct)Administrative Agent; (iiix) at least five (5) Business Days before any promptly following request therefor, copies of such information or documents relating to such Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, as the Borrower delivers to Administrative Agent and Lenders or any Lender (through the Acquisition Information PackageAdministrative Agent) shall have reasonably requested; and (iiix) if requested by the Administrative Agent with respect to any agreement (A) entered into by any Obligor and any other Person in connection with such Acquisition or (B) to be transferred to any Obligor in connection with such Acquisition, which agreement is determined by the Administrative Agent to be material and for which a security interest is required to be granted under the Security Documents, the Borrower shall use its best efforts to cause such Obligor and such other Person to execute and deliver to the Administrative Agent a Consent and Agreement with respect to such agreement; and (f) the documentation and agreements required by Section 5.10 herein within the time period required acquisition of property in connection with any exchanges permitted under Section 5.107.05.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any No Company shall effect an Acquisition unless such Acquisition satisfies all of the following conditionsunless: (ia) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default then exists or will exist immediately thereafter; (b) the Acquisition is made by a Domestic Company or a Foreign Subsidiary; and (c) (i) with respect to any Acquisition where the aggregate Consideration involved is less than an amount equal to 10% of Consolidated Net Worth, based upon Borrower’s financial statements for the most recently completed fiscal quarter, Borrower provides to Agent and the Lenders at least 5 Business Days prior to the date such Acquisition is to be consummated (A) a written description of such Acquisition and the Consideration involved therewith, and (B) a certificate of a Financial Officer demonstrating that both prior to and immediately after giving pro forma effect (excluding the value of any assumed operating synergies) to such Acquisition the Leverage Ratio will not exceed 2.75 to 1.00; and (ii) with respect to any Acquisition where (A) the aggregate Consideration involved equals or exceeds an amount equal to 10% of Consolidated Net Worth, based upon Borrower’s financial statements for the most recently completed fiscal quarter, or (B) the aggregate Consideration for such Acquisition when combined with all other Acquisitions that shall have occurred and be continuing during the then current fiscal year equals or exceeds an amount equal to 20% of Consolidated Net Worth, based upon Borrower’s financial statements for the most recently completed fiscal quarter, in the case of both (A) and (yB), Borrower provides to Agent and the Lenders, as early as possible and, in any event, not fewer than 5 Business Days prior to the date of consummation of such Acquisition, (1) immediately a written description such Acquisition and the Consideration involved therewith, and (2) historical financial statements of such Person and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer showing (x) pro forma compliance (excluding the value of any assumed operating synergies) with each of the financial covenants set forth in Section 5.07 hereof, both before and after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true that both prior to and correct); immediately after giving pro forma effect (iiexcluding any the value of any assumed operating synergies) at least five (5) Business Days before any to such Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal the Leverage Ratio will not exceed 2.75 to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.101.00.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries to, make make, in one or more transactions, any (a) Acquisition (i) during the fiscal year ending on December 31, 1997 (excluding the Regency Tender and the Regency Merger), unless (A) the Acquisition is of a Restricted Subsidiary or of the assets of a Domestic Entity, (B) the Acquisition (1) is set forth on SCHEDULE 14 hereto or (2) the aggregate Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 14 hereto does not exceed $5,000,000 in principal amount, and (C) each of such Restricted Subsidiary and its Restricted Subsidiaries, if any, becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any, (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement, or (ii) during any fiscal year thereafter, unless (A) the Acquisition satisfies is set forth on SCHEDULE 14 hereto or (B)(1) the Acquisition is of a Restricted Subsidiary or of the assets of a Domestic Entity, (2) the Acquisition Consideration therefor is less than (y) $75,000,000 or (z) $100,000,000 if the Leverage Ratio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1, (3) the sum of the Acquisition Consideration therefor, together with the Acquisition Consideration given for all other such Acquisitions during such fiscal year, is less than (y) $125,000,000 or (z) $200,000,000 if the Leverage Ratio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1, (4) each of such Restricted Subsidiary and its Restricted Subsidiaries (in each case other than a Non-Guaranteeing Restricted Subsidiary), if any, becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement, and (5) notwithstanding clauses (2) and (3) immediately above, if the Acquisition is of a Restricted Subsidiary which is a Non-Guaranteeing Restricted Subsidiary, the aggregate Acquisition Consideration for all Non-Guaranteeing Restricted Subsidiaries (other than Sun Financing), together with the aggregate Investments made pursuant to SECTION 7.3(j)(i)(b) hereof, is less than or equal to $50,000,000 in aggregate amount at all times; or (b) Acquisition of a Foreign Subsidiary, during (i) the fiscal year ending December 31, 1997, unless (A) the Acquisition is set forth on SCHEDULE 11 hereto or (B) if the Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 11 hereto, together with the aggregate amount of obligations incurred in respect of Guaranties and letters of credit pursuant to SECTION 7.1(i) hereof and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed $5,000,000, and (C) to the extent such Foreign Subsidiary is not an Inactive Subsidiary or a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the following conditions:capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in any case not more than 66% of all of the capital stock of, or other equity interest in, such Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement, or (ii) any fiscal year thereafter, unless (A) the Acquisition Consideration for all such Acquisitions, together with the aggregate amount of obligations incurred in respect of Guaranties and letters of credit pursuant to SECTION 7.1(i) and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed (1) $60,000,000 or (2) $75,000,000 if the Leverage Ratio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1, (B) the Acquisition Consideration for any single Acquisition or series of related Acquisitions does not exceed $30,000,000 and (C) to the extent such Foreign Subsidiary is not an Inactive Subsidiary or a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in any case not more than 66% of all of the capital stock of, or other equity interest in, such Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement." (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as SECTION 7.6 of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.to read as follows:

Acquisitions. The Borrower will notNot, and will not permit any Subsidiary to, make any Acquisition unless other than Acquisitions that meet the following requirements (each a “Permitted Acquisition”); (a) the business or Person to be acquired is in the same or substantially similar line of business as the Borrower and has its primary operations located in the United States; (b) if such Acquisition satisfies all is structured as a merger involving the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor shall be the surviving entity and the Borrower or such Subsidiary Guarantor shall acquire 100% of the following conditions:acquired entity; (ic) (x) at the time no Event of such Acquisition and immediately after giving effect thereto, no Default or Unmatured Event of Default shall exist or result from such Acquisition; (d) such Acquisition is not actively opposed by the Governing Body of the selling Persons or the Persons whose Equity Interests are to be acquired; and (e) the Borrower shall have occurred delivered to the Administrative Agent, at least 10 Business Days prior to such Acquisition, or such shorter period as the Required Lenders may consent to, (i) a certificate of a Responsible Financial Officer of the Borrower demonstrating, to the satisfaction of the Administrative Agent, (A) pro forma compliance with Section 10.7, both before (looking back four complete fiscal quarters), and be continuing after giving effect to such Acquisition, (B) after giving effect to such Acquisition, the pro forma Total Leverage Ratio is not greater than 3.00 to 1.00, and (yC) immediately after giving effect to such Acquisition, the Borrower is in compliance on has a Pro Forma Basis with the pro forma cash balance of at least $15,000,000 and (ii) either (A) audited financial covenants set forth in Article VI recomputed as of the last day of statements for the most recently ended Fiscal Quarter for which financial statements are available completed fiscal year of the Person to be acquired, prepared by a nationally recognized accounting firm, or (and B) the Borrower shall results of an audit or a due diligence review of the Person or assets to be deemed to have represented and warranted acquired prepared by an accounting firm acceptable to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10Agent.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make any Acquisition unless such Acquisition satisfies Acquire all or a substantial part of the following conditionsassets or stock of any other Person (an "Acquisition"), unless: (ia) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have (i) has occurred and be is continuing and or (yii) immediately will occur after giving effect to such Acquisition; (b) if the Acquisition involves aggregate consideration exceeding $25 million, the Borrower Majority Banks give prior written approval to make such Acquisition; (c) no Third Party Financing is in compliance used to effect such Acquisition; (d) Holdings shall use its best efforts provide to the Banks at least 15 days prior to the consummation of such Acquisition (i) an income statement covering the twelve month period ending on the last day of the most recently completed fiscal quarter for which financials were last provided with pro forma adjustments to reflect the consummation, on the first day of such period, of such Acquisition (including the incurrence of any related Loans under this Agreement) and (ii) a Pro Forma Basis with the financial covenants set forth in Article VI recomputed balance sheet as of the last day of the most recently ended Fiscal Quarter completed fiscal quarter for which financials were last provided, with pro forma adjustments to reflect the consummation of such Acquisition (including the incurrence of any related Loans under this Agreement); (e) the pro forma financial statements are available provided pursuant to subsection (e) above shall show that the financial covenants set forth in Sections 7.11, 7.12 and 7.13 shall have been satisfied on such pro forma basis; and (f) the Borrower shall be deemed have taken all steps necessary to have represented and warranted pledge as security for the Facility any capital stock acquired in any Acquisition in a form satisfactory to the Administrative Agent Collateral Agent; provided, however, that Holdings or any Subsidiary may effect an Acquisition using Third Party Financing if (i) no Default or Event of Default (A) has occurred and the Lenders, at the time of consummation is continuing or (B) will occur as a result of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total 50% of the aggregate consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or involved in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Packagesuch acquisition is provided as an equity contribution; and (iii) the Borrower shall deliver have (A) notified the Banks of all material terms of such proposed Acquisition, given the Banks reasonable time to Administrative Agent prepare bids on providing such additional debt financing and (C) considered in good faith the documentation terms of a Bank's bid, if any, (iv) the Borrower shall have created a special purpose subsidiary (an "Excluded Subsidiary") to effect such Acquisition and agreements required recourse under such Third Party Financing shall be limited to the assets or capital stock of such Excluded Subsidiary, (v) no Guaranty or other commitment with respect to such Excluded Subsidiary shall be entered into by Section 5.10 herein within Holdings, the time period Borrower or any Subsidiary, and (vi) if required under Section 5.107.4, the Administrative Agent, on behalf of the Banks, shall have received documentation in form and substance acceptable to the Collateral Agent, to pledge as security for the Facility the capital stock of such Excluded Subsidiary, provided, however, that (x) in the case of an Excluded Subsidiary organized in a jurisdiction other than in the United States, the Borrower shall pledge to the Collateral Agent, for the benefit of the Banks, an amount equal to 65% of the outstanding capital stock of such Excluded Subsidiary and (y) any pledge under this Section 7.7 may be subordinate to such Third Party Financing. Any Acquisition permitted under this Section 7.7 is herein referred to as a "Permitted Acquisition.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto."

Acquisitions. The Make an Acquisition, except that the Borrower will not, and will not permit or any Subsidiary to, make of the Borrower may engage in any Acquisition unless with any Person whose line or lines of business are in the medical, dental, veterinary, hospital, or health care technology fields and are substantially similar to the line or lines of business in such Acquisition satisfies all fields of the following conditions: (i) (x) Borrower or any Subsidiary, as the case may be, at the time of such Acquisition and immediately Acquisition, provided that: (a) after giving effect theretoto any such Acquisition, no Default or Event of Default shall exist at the time of any such Acquisition or at the time or as a result of the consummation of the transactions contemplated thereby; (b) the Borrower shall notify the Banks of the consummation of any such Acquisition with respect to which the aggregate cash amount paid or payable exceeds $15,000,000, within 15 Banking Days of the consummation thereof, and provide the Banks with evidence reasonably satisfactory to the Banks (which evidence shall include pro forma financial statements) that after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, existed at the time of any such Acquisition or at the time or as a result of the consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct)transactions contemplated thereby; (iic) at least five the aggregate cash amounts paid or payable with respect to any one Acquisition from and after the date hereof to and including the Revolving Credit Termination Date shall not exceed $25,000,000 without the prior written consent of the Required Banks; (5d) Business Days before any such Acquisition has been either (1) approved by the board of directors of the corporation which is the subject of such Acquisition or (2) recommended for a total consideration approval by such board to the shareholders of such corporation and subsequently approved by the shareholders of such corporation as required under applicable law or by the by-laws and the certificate of incorporation of such corporation; (including cashe) if, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess upon the closing of $30,000,000the transactions contemplated by an Acquisition, the aggregate amount or value of the assets (i.e., amounts which would, in conformity with GAAP, be included as assets on a Person's balance sheet) directly or indirectly acquired in such Acquisition after the Closing Date which are located in the United States (e.g., in the case of receivables, receivables for which records are maintained at a location in the United States or with respect to which the principal business and assets of the relevant account debtor are located in the United States) ("Acquired Assets"; and the Person holding or owning such Acquired Assets shall be referred to as an "Acquired Person") would cause such Acquired Person to become a Post-Closing Guarantor, then such Acquired Person and each of its Subsidiaries that is not at such time a party to an agreement which prohibits such Acquired Person or Subsidiary, as the case may be, from becoming a Guarantor hereunder, shall, immediately upon the consummation of any such transaction become a Guarantor of the present and future obligations of the Borrower delivers hereunder on terms and conditions no less favorable to Administrative Agent and Lenders the Acquisition Information Package; andBanks than those set forth in the Guarantees; (iiif) notwithstanding anything contained herein to the Borrower contrary, no "hostile takeover" (i.e., an Acquisition opposed by the board of directors of the selling Person or the Person party to such Acquisition) shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entiretybe permitted. (jg) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached heretoAny Acquisition meeting or satisfying the provisions of this Section 8.8 shall be referred to as a "Permitted Acquisition". (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Other than the Mid-Central Acquisition and the SMP Acquisition, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, make or commit to make any Acquisition unless such Acquisition satisfies all Acquisitions; provided, however, that the Borrower and its Wholly Owned Subsidiaries may make Acquisitions of assets located primarily in the United States used or useful in a business similar or related to the business of the following conditions: Borrower, such Borrower or such Subsidiary (ior Acquisitions of the capital stock of a corporation engaged primarily in such a business if (a) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing corporation's primary operations are in the United States and (yb) immediately after giving effect to such Acquisition, the corporation so acquired becomes a Subsidiary) if and only if: (i) the Borrower is in compliance on a Pro Forma Basis with has, prior to committing to the financial covenants set forth in Article VI recomputed as acquisition, notified the Lenders thereof and demonstrated to the satisfaction of the last day Lenders that no Default or Event of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower Default shall occur or be deemed to have represented and warranted to the Administrative Agent and the Lenders, continuing at the time of consummation or after giving effect to the Acquisition in question, (ii) the board of directors or other governing body of such Person whose Property, or voting stock or other interests in which, are being so acquired has approved the terms of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver have delivered to Administrative Agent the documentation Lenders an updated Schedule 6.2 to reflect any new Subsidiary resulting from such Acquisition, (iv) the aggregate amount expended by the Borrower and agreements its Subsidiaries as consideration for such Acquisition (and in any event (1) including as such consideration, any Indebtedness assumed or incurred as a result of such Acquisition, and (2) excluding as such consideration, any equity securities issued by the Borrower as consideration for such Acquisition), when taken together with the aggregate amount expended as consideration (including Indebtedness and excluding equity securities as aforesaid) for all other Acquisitions permitted under this Section 8.17 (other than the Mid-Central Acquisition, the SMP Acquisition and other Acquisitions consummated prior to the date hereof) during the then twelve most recently completed calendar months does not exceed $5,000,000, (v) the Borrower has informed the Lenders of such Acquisition at least twenty (20) Business Days in advance of its closing and promptly informed the Lenders of any terms and conditions applicable to the Acquisition which the Borrower in good faith believe are material, (vi) the Borrower can demonstrate on a pro forma basis after giving effect to such Acquisition that (x) the Cash Flow Leverage Ratio (such pro forma calculation of the Cash Flow Leverage Ratio to be made on the basis of the information contained in the then most recent Compliance Certificate required by Section 5.10 herein within to be submitted to each Lender with the time period required under Section 5.10.” following adjustments: (i) The Total Funded Debt shall include all indebtedness incurred directly or indirectly to finance such Acquisition and (ii) EBITDA shall be computed as if such Acquisition had occurred at the commencement of the four-quarter period with reference to which the Cash Flow Leverage Ratio is being calculated) is less than 3.0 to 1.0 and (y) the Borrower will continue to comply through the term of this Agreement with Sections 8.6, 8.7, 8.9 and 8.10 of this Agreement (the Borrower to be liable to reimburse the Agent and Lenders for their reasonable out-of-pocket costs of conducting due diligence to verify such demonstration), (vii) at least twenty (20) Business Days in advance of the closing of such Acquisition, the Borrower has provided to the Lenders such financial and other information regarding the Person whose Property or capital stock is being so acquired, including financial statements, and a description of such Person, as the Agent or any Lender may reasonably request and (viii) after giving effect to such Acquisition, the Revolving Loans and L/C Obligations are at least $5,000,000 below the Revolving Credit Agreement is hereby amended by deleting Exhibit E attached thereto Commitments then in its entiretyeffect. Capital Expenditures for Property in compliance with Section 8.10 hereof shall not be considered Acquisitions subject to this Section. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will notNo Obligor shall, and will not permit any Subsidiary todirectly or indirectly, make any Acquisition unless such Acquisition satisfies acquire (which term shall include acquisition by way of merger or consolidation), all or substantially all of the Capital Stock or assets or property of any Person, except the following conditions(collectively, “Permitted Acquisitions”): (a) any Obligor may acquire all or a substantial part of the assets or property or all or a majority of the Capital Stock of any Person located in the United States, Canada or the United Kingdom (such acquired assets, including the assets acquired in a Capital Stock acquisition, being referred to herein as the “Acquired Business”), provided, that: (i) if the total consideration (xincluding all cash, property or assumed Indebtedness payable on or immediately after consummation of such acquisition) payable in respect of such Acquired Business is less than or equal to $25,000,000 (so long as the aggregate amount of all consideration paid for all acquisitions pursuant to this Section 9.12(a) at the time of such Acquisition and immediately after giving effect theretoof, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisitionproposed acquisition pursuant to this Section 9.12(a), shall be less than $100,000,000 in the Borrower aggregate), each of the following conditions is in compliance on a Pro Forma Basis with satisfied: (A) Agent shall have received not less than five (5) days’ prior written notice of the financial covenants proposed acquisition, which notice shall set forth in Article VI recomputed as reasonable detail: (1) the total consideration payable in respect of the last day of the most recently ended Fiscal Quarter for which financial statements are available such acquisition (and the Borrower terms of payment), (2) the nature of such acquisition (including, whether the newly acquired entity will be an Excluded Subsidiary), (3) if a Capital Stock acquisition (including by merger or consolidation), the name, address and jurisdiction of incorporation of the person whose Capital Stock is being purchased, (4) the proposed closing date of the acquisition, and (5) such other information with respect thereto as Agent may reasonably request; (B) the Acquired Business shall be deemed to have represented and warranted related, ancillary or complementary to the Administrative Agent business of Parent and its Subsidiaries; (C) the Specified Conditions have been satisfied; (D) the assets acquired which constitute Collateral or, if the Acquired Business will not be, or be owned by, an Excluded Subsidiary, the assets which constitute Collateral of the Acquired Business and the Lenders, at Capital Stock so acquired shall be free and clear of any Liens (other than Permitted Liens) and Agent shall have received evidence reasonably satisfactory to it of the time of same; (E) promptly upon consummation of such Acquisitionacquisition, that Agent shall have received true, correct and complete copies of all agreements, documents and instruments relating thereto, duly executed and delivered by the foregoing clauses parties thereto; (xF) promptly upon consummation of such acquisition, Agent shall have received all items required by Sections 5.4, 9.14(a)(ii) and (yiii) are true and correct)9.26 hereof in connection with the Acquired Business (except with respect to an entity which shall be an Excluded Subsidiary) to the extent required under such Sections; and (G) such acquisition either (1) shall be a bona fide arms’ length transaction with a Person that is not an Affiliate of an Obligor or (2) if such transaction is with an Affiliate other than an Obligor or an Excluded Subsidiary, shall satisfy the requirements of Section 9.16(b) hereof; (ii) at least five (5) Business Days before any Acquisition for a if the total consideration (including all cash, stockproperty or assumed Indebtedness payable on or immediately after consummation of such acquisition) payable in respect of such Acquired Business is greater than $25,000,000 (or the aggregate amount of all consideration paid for all acquisitions pursuant to this Section 9.12(a) at the time of, personal propertyor immediately after giving effect to such proposed acquisition pursuant to this Section 9.12(a) shall be greater than $100,000,000 in the aggregate), debt assumedeach of the following conditions is satisfied: (A) Agent shall have received not less than fourteen (14) days’ prior written notice of the proposed acquisition (unless Agent otherwise agrees), contingent which notice shall set forth in reasonable detail: (1) the total consideration payable in respect of such acquisition (and other propertythe terms of payment), (2) equal the nature of such acquisition (including, whether the newly acquired entity will be an Excluded Subsidiary), (3) a list and description of the assets to be acquired (including the addresses of the locations thereof and whether such locations are owned, leased or in excess of $30,000,000operated by a thirty party, and if leased or operated by a third party, the name and address of the lessor or third party), (4) if a Capital Stock acquisition (including by merger or consolidation), the name, address and jurisdiction of incorporation of the person whose Capital Stock is being purchased, (5) the proposed closing date of the acquisition, and (6) such other information with respect thereto as Agent may reasonably request; (B) the Acquired Business shall be related, ancillary or complementary to the business of Parent and its Subsidiaries; (C) the Specified Conditions have been satisfied; (D) the assets acquired which constitute Collateral or, if the Acquired Business will not be, or be owned by, an Excluded Subsidiary, the assets which constitute Collateral of the Acquired Business and the Capital Stock so acquired shall be free and clear of any Liens (other than Permitted Liens) and Agent shall have received evidence reasonably satisfactory to it of the same; (E) promptly upon consummation of such acquisition, Agent shall have received true, correct and complete copies of all agreements, documents and instruments relating thereto, duly executed and delivered by the parties thereto; (F) promptly upon consummation of such acquisition, Agent shall have received all items required by Sections 5.4, 9.14(a)(ii) and (iii) and 9.26 hereof in connection with the Acquired Business (except with respect to an entity which shall be an Excluded Subsidiary) to the extent required under such Sections; (G) such acquisition either (1) shall be a bona fide arms’ length transaction with a Person that is not an Affiliate of an Obligor or (2) if such transaction is with an Affiliate other than an Obligor or a Excluded Subsidiary, shall satisfy the requirements of Section 9.16(b) hereof; (H) in the case of the acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition and such Person shall not have announced that it will oppose such acquisition or shall not have commenced any action which alleges that such acquisition will violate applicable law; and (I) Agent shall have received a certificate of a financial officer or executive officer of Administrative Borrower delivers on behalf of Administrative Borrower certifying to Administrative Agent and Lenders compliance with the Acquisition Information Package; andconditions set forth in this Section 9.12(a)(ii); (iii) the Borrower Inventory and Credit Card Receivables of any Acquired Business shall deliver not be or be deemed to Administrative be Eligible Inventory and/or Eligible Credit Card Receivables until Agent shall have conducted a field examination with respect to such assets and the documentation results of such field examination and agreements required other due diligence shall be reasonably satisfactory to Agent, and then only to the extent the criteria for Eligible Inventory and Eligible Credit Card Receivables set forth herein are satisfied with respect thereto (as such criteria may be reasonably modified by Section 5.10 herein within Agent to reflect the results of Agent’s field examination including any separate advance percentage with respect to such Inventory or Credit Card Receivables or Reserves as Agent may reasonably determine but otherwise in accordance with the definitions of Eligible Inventory and Eligible Credit Card Receivables; (iv) upon the reasonable request of Agent, if practicable, the Inventory or Credit Card Receivables acquired by such Obligor shall be separately identified and reported to Agent in a manner reasonably satisfactory to Agent for a time period required under Section 5.10.”reasonably satisfactory to Agent, and if Obligor is seeking to have the acquired Inventory included in the Borrowing Base, Agent shall require an appraisal thereof in form and containing assumptions and appraisal methods reasonably satisfactory to Agent by an appraiser reasonably acceptable to Agent, on which Agent and Lenders are expressly permitted to rely (and any Inventory to be included in the Borrowing Base of the Acquired Business shall only be included in the Borrowing Base to the extent that Agent has received such appraisal with respect thereto); (ib) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety.any Obligor may acquire any other Obligor or all or any part of the assets of any other Obligor; and (jc) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu any Obligor may acquire any Excluded Subsidiary or the assets thereof Exhibit A attached heretoprovided, that, the Specified Conditions have been satisfied. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary to, make any Acquisition unless except (a) single Acquisitions, the Acquisition Consideration for which does not exceed $3,500,000 and so long as in any fiscal year the aggregate Acquisition Consideration paid by the Borrower and the Subsidiaries for all Acquisitions during such fiscal year does not exceed $7,500,000 and (b) single Acquisitions the aggregate Acquisition satisfies all of Consideration for which equal or exceeds $3,500,000, if each Lender receives financial projections in form and substance acceptable to the following conditions: Lenders and demonstrating compliance with (i) the covenants described in Section 6.3(a) hereof and (xii) at the time required repayments as a result of such Acquisition and immediately the reductions in the Commitment set forth in Section 2.6(c) hereof, each after giving effect theretoto such acquisition and for the period beginning on such date of acquisition and ending on Maturity Date; and, in the case of each permitted Acquisition set forth above, only so long as in each such case (A) the Lenders shall have received prior written notice at least 30 Business Days prior to the date of such transaction, (B) the Administrative Lender shall have received at least 10 Business Days prior to the date of such transaction a Compliance Certificate in the form required by Section 6.3 hereof, but setting forth the covenant calculations described in Section 6.3(a) hereof both prior to and after giving effect to the proposed transaction, (C) no Default or Event of Default shall have occurred and be continuing and (y) immediately exist prior to or after giving effect to such Acquisition, (D) the Borrower Person who is, or whose assets are being, acquired is engaged in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed Borrower's Business, (E) the capital stock, partnership interests and Intercompany Notes, as applicable, of the last day Subsidiary being acquired are pledged pursuant to the appropriate Pledge Agreement, (F) the assets of the most recently ended Fiscal Quarter for which financial statements Subsidiary being acquired, or the assets being acquired, are available (and the Borrower shall be deemed to have represented and warranted pledged pursuant to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) appropriate Security Agreement and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iiiG) the Borrower shall deliver Subsidiary being acquired becomes party to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entiretya Subsidiary Guaranty. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.SECTION 8. Amendment to Section 7.11

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, No Credit Party shall make any Acquisition unless Acquisition, except the purchase by Grand River or such Acquisition satisfies all other of the following conditions: Borrowers which shall be designated by the Borrowers (such designation to be provided to the Agent) of the vessel referred to as the “T▇▇▇ ▇▇▇▇▇▇▇” from U.S. United Ocean Services, LLC (the “Seller”) for a purchase price not to exceed $5,250,000 (which amount shall be paid solely from the proceeds of the September 2011 Equity Issuance) pursuant to the terms of the Asset Purchase Agreement dated as of September 21, 2011 by and among Lower Lakes, Grand River and the Seller shall be permitted; provided, that (i) (x) at the time of as soon as reasonably practicable following such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) immediately after giving effect to such Acquisitionpurchase, the Borrower is Credit Parties shall enter into such documentation and provide such deliveries to the Agent as shall reasonably be requested by the Agent in compliance on order to reflect that such vessel has become a Pro Forma Basis with the financial covenants set forth Vessel under this Agreement, to subject such vessel to a Lien in Article VI recomputed as favor of the last day of the most recently ended Fiscal Quarter for which financial statements are available (Agent and to otherwise demonstrate compliance with insurance and other requirements applicable to Vessels under this Agreement and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lendersother Loan Documents, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five the purchased vessel may be subsequently transferred to another Borrower subject to the fulfillment of the requirements of clause (5i) Business Days before any Acquisition for in a total consideration (including cashmanner satisfactory to the Agent, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) in order to facilitate the Borrower purchase, repair and the transport of the T▇▇▇ ▇▇▇▇▇▇▇ to its final destination, the Vessel may be temporarily operated and serviced outside the Great Lakes of North America, including in Mexico, and operated in salt water to the extent necessary to transfer the Vessel to the service location and then to the Great Lakes of North America, so long as such transfer has been completed by November 15, 2011, (iv) up to $3,250,000 of additional proceeds from the September 2011 Equity Issuance may be used for closing costs, capital expenditures, surveys, drydocking, modifications required for registration of the T▇▇▇ ▇▇▇▇▇▇▇ and repairs thereto and (v) for the purposes of determining compliance with paragraph (e) of Annex G to this Agreement and otherwise as applicable, the appraised orderly liquidation value of such vessel shall deliver to Administrative be determined by an appraisal obtained by the Agent in accordance with the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10terms of this Agreement.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any Subsidiary of Borrower to, make any Acquisition unless such Acquisition satisfies all of the following conditions: Acquisitions; provided, however, if (ia) (x) at the time of such Acquisition immediately prior to and immediately after giving effect thereto, no to the proposed Acquisition there shall not exist a Default or Event of Default shall have occurred and be continuing and (yb) immediately after giving effect to such Acquisitionthe proposed transaction the Unused Portion shall be no less than $12,500,000, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as or any Subsidiary of the last day Borrower may make Acquisitions so long as (i) such Acquisition shall not be opposed by the board of the most recently ended Fiscal Quarter for which financial statements are available directors of the Person being acquired, (and ii) the Borrower Lenders shall be deemed to have represented and warranted received written notice at least 30 Business Days prior to the Administrative Agent and the Lenders, at the time of consummation date of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) if the Borrower shall deliver to Acquisition Consideration for such Acquisition is greater than $25,000,000, the Administrative Agent shall have received at least 15 Business Days prior to the documentation date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and agreements required by after giving effect to the proposed Acquisition, (iv) if the Acquisition Consideration for such Acquisition is greater than $50,000,000, the Determining Lenders shall have approved such Acquisition in writing, (v) the assets, property or business acquired shall be in the business described in Section 5.10 herein 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have obtained a first priority Lien in the Inventory, Accounts and intellectual property acquired in such Acquisition, (vi) if such Acquisition results in a Domestic Subsidiary, within 5 Business Days of such Acquisition, (A) such Subsidiary shall execute a Subsidiary Guaranty of the time period required under Section 5.10.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto Obligations and Collateral Documents granting a first priority Lien in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto the Inventory, Accounts and intellectual property acquired in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.such Acquisition,

Acquisitions. The Borrower will not, and will not permit any Subsidiary to, make No Company shall effect an Acquisition; provided that a Company may effect any Acquisition unless so long as such Acquisition satisfies meets all of the following conditionsrequirements: (i) in the case of an Acquisition that involves a merger, amalgamation or other combination including the Borrower, the Borrower shall be the surviving entity; (xii) at in the time case of such an Acquisition and immediately after giving effect theretothat involves a merger, amalgamation or other combination including a Credit Party (other than the Borrower), a Credit Party shall be the surviving entity; (iii) the business to be acquired shall be similar, or related to, or incidental or complimentary to the lines of business of the Companies; (iv) no Default or Event of Default shall have occurred exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (v) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (vi) if applicable to the business to be acquired, then such business has Restaurant Level Profits, subject to pro forma adjustments reasonably acceptable to the Administrative Agent and be continuing the Required Lenders, for the most recent four quarters prior to the acquisition date for which financial statements are available, greater than $0.00; (vii) both prior to and after giving pro forma effect to such Acquisition, the Leverage Ratio would not exceed the maximum Leverage Ratio then permitted under Section 5.7(a); (viii) the aggregate Consideration (exclusive of proceeds used for such Acquisition from (1) new issuances of equity, (2) Revolving Loans made in conjunction with an increase in the Revolving Credit Commitment pursuant to Section 2.10(b) hereof and (y3) immediately any Term Loan Increase or Additional Term Loan Facility provided pursuant to Section 2.10(b) hereof) (A) paid for all Acquisitions for all Companies, during any fiscal year of the Borrower, does not exceed $25,000,000; and (B) paid for all Acquisitions for all Companies, during the term of this Agreement, does not exceed $75,000,000; (ix) [reserved]; and (x) after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower Revolving Credit Availability shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of not less than $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.1010,000,000.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will not nor shall it permit any Subsidiary of its Restricted Subsidiaries to, make any Acquisition unless without the consent of the Majority Lenders, other than (x) the Rough Rider Acquisition and the AWS Acquisition, and (y) an Acquisition that satisfies the following conditions (a “Permitted Acquisition”): (a) the Property acquired (or the Property of the Person acquired) in such Acquisition satisfies is a business or is used or useful in a business permitted under Section 6.11; (b) in the case of an Acquisition of Equity Interests, (i) the board of directors (or other comparable governing body) of such other Person shall have approved the Acquisition and (ii) if the Acquisition is of Equity Interests in an Unrestricted Subsidiary, the amount of aggregate consideration paid for all such Equity Interests in Unrestricted Subsidiaries, when combined with (without duplication) the aggregate amount of Investments in Unrestricted Subsidiaries, Foreign Subsidiaries and joint ventures (on a cost basis) under Section 6.3(i), would not exceed $40,000,000; (c) any earn outs or other similar deferred or contingent obligations of any Borrower in connection with such Acquisition, to the extent payable in cash or Property (other than stock of the following conditions:Borrower) shall be subordinated to the Obligations in a manner and to an extent reasonably satisfactory to the Administrative Agent; (i) (x) at the time of such Acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred exist and be continuing immediately before or immediately after giving effect thereto and (yii) the representations and warranties made by the Borrower in each Credit Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); and (e) for Acquisitions in which the Borrower or its Restricted Subsidiaries are paying cash consideration, immediately after giving effect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as available and unencumbered cash of the last day of Borrower and its Restricted Subsidiaries plus Availability shall not be less than $50,000,000 in the most recently ended Fiscal Quarter for which financial statements are available (and the Borrower shall be deemed to have represented and warranted to the Administrative Agent and the Lenders, at the time of consummation of such Acquisition, that the foregoing clauses (x) and (y) are true and correct); (ii) at least five (5) Business Days before any Acquisition for a total consideration (including cash, stock, personal property, debt assumed, contingent consideration and other property) equal to or in excess of $30,000,000, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10aggregate.” (i) The Credit Agreement is hereby amended by deleting Exhibit E attached thereto in its entirety. (j) The Credit Agreement is hereby amended by deleting Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. (k) The Credit Agreement is hereby amended by deleting Schedule 1.1(b) attached thereto in its entirety and substituting in lieu thereof Exhibit B attached hereto.