Common use of Acquisitions Clause in Contracts

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect any Acquisition so long as: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents.

Acquisitions. No Company shall effect an Acquisition; provided that The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a Company may effect party to any Acquisition so long asacquisition of, any Person, or acquire any option to make any such acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the case ordinary course of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entitybusiness; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entityInvestments permitted under Section 7.07; (c) the business to be acquired shall be similar or related to the lines of business of the CompaniesRestricted Payments permitted under Section 7.08; (d) no Default or Event Capital Expenditures of Default the Borrower 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 Fourth Restatement Effective Date shall exist not exceed $100,000,000; (ii) both immediately prior to or, and after giving pro forma effect to such Acquisition, thereafter no Default shall begin have occurred and be continuing (and, in the case of such Acquisition, the Borrower shall be at least 0.25 to exist1 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); (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 the aggregate consideration for such Acquisition and all Acquisitions permitted under this clause (e) such Acquisition and consummated after the Fourth Restatement Effective Date which have not been approved by a Final FCC Order is not actively opposed by equal to or less than $50,000,000 in the board of directors aggregate; or (or similar governing bodyB) a Final FCC Order, in all other cases (including the exercise of the selling Persons or the Persons whose equity interests are to be acquired▇▇▇▇▇▇▇▇▇▇ Options); (fiv) for Acquisitions if the consideration of which is in excess of Twenty Million Dollars ($20,000,000)Administrative Agent or the Required Lenders shall have so requested, the Borrowers Administrative Agent shall have provided 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; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (i) at least ten (10) days 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 time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition period as the Administrative Agent and the Lenders may reasonably request; (gagree) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for that such AcquisitionAcquisition is consummated, the Borrowers Borrower shall have delivered to the Administrative Agent an officer’s certificate drafts or executed counterparts of such of the Borrowersrespective 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 substance reasonably satisfactory to the Administrative Agent; and (vii) promptly following request therefor, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation copies of such Acquisition, along information or documents relating to such Acquisition as the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; and (f) the acquisition of property in connection with executed copies of the Acquisition documentsany exchanges permitted under Section 7.05.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition (including Investments within the meaning of clause (a) or clause (c) of the definition of “Investments”), or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition so long as: Acquisition, unless (a) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the line or lines of business of the Person to be acquired constitute Core Businesses; (b) after giving effect to such Acquisition and all Indebtedness incurred or repaid in connection therewith, the Borrower shall be in compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d), as applicable)); (c) in the case of an any Acquisition that involves a mergerafter the Amendment Date in which cash in excess of $2,000,000 is given as consideration (whether in whole or in part), amalgamation or other combination including a Borrower, such the Borrower shall be have furnished to the surviving entity; Administrative Agent the Acquisition Compliance Information, and (bi) so long as the Pro Forma Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00, the Borrower and its Restricted Subsidiaries may make Acquisitions in an unlimited aggregate amount, (ii) if the Pro Forma Consolidated Leverage Ratio is at a level greater than 3.00 to 1.00 but less than or equal to 4.00 to 1.00, then the Cost of Acquisition shall not exceed, on an aggregate and cumulative basis for all Acquisitions consummated during such Pro Forma Consolidated Leverage Ratio level, $100,000,000, and (iii) if the Pro Forma Consolidated Leverage Ratio is at a level greater than 4.00 to 1.00, then the Cost of Acquisition shall not exceed, on an aggregate and cumulative basis for all Acquisitions consummated during such Pro Forma Consolidated Leverage Ratio level, an amount equal to (x) $25,000,000 plus (y) 50% of any Net Cash Proceeds from each issuance of Equity Interests that are not subject to the mandatory prepayment required under Section 2.06(d)(iii) (provided, however, that such amount under this clause (y) shall not exceed $25,000,000); provided that any Acquisition made pursuant to clause (i) above shall not constitute usage of the basket set forth in clause (ii) during such times that the Pro Forma Consolidated Leverage Ratio is at a level greater than 3.00 to 1.00 but less than or equal to 4.00 to 1.00, and any Acquisition made pursuant to clause (ii) above shall not constitute usage of the basket set forth in clause (iii) during such time that the Pro Forma Consolidated Leverage Ratio is at a level greater than 4.00 to 1.00, and vice versa; (d) in the case of an any Acquisition that involves a mergerafter the Amendment Date in which consideration other then cash is given and the Cost of Acquisition is in excess of $50,000,000, amalgamation or other combination including a Credit Party (other than a Borrower), the Borrower shall have furnished to the Administrative Agent (i) a Credit Party shall be pro forma historical financial statements as of the surviving entityend of the most recently completed Four-Quarter Period, giving effect to such Acquisition, and (ii) if at least one a Compliance Certificate prepared on a historical pro forma basis as of the Credit Parties is 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 (including demonstrating compliance on a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; pro forma basis with each financial covenant set forth in Section 8.12 (ceach calculated in accordance with Sections 1.04(c) the business to be acquired shall be similar or related to the lines of business of the Companies; and (d), as applicable)); (e) no Default or Event of Default shall exist have occurred and be continuing either immediately prior to or, or immediately after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; ; (f) for Acquisitions the consideration Person acquired shall be a wholly-owned Restricted Subsidiary, or be merged with or into a Restricted Subsidiary, immediately upon consummation of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may if assets are being acquired, the acquiror shall be agreed to by the Administrative Agent in its reasonable discretiona Restricted Subsidiary), ; and (Ag) historical financial statements upon consummation of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance Acquisition each Subsidiary shall have complied with the financial covenants set forth in provisions of Section 5.7 hereof)7.12, both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report including with respect to the target, if one was prepared in connection with such Acquisition, and any new assets (iiincluding real property) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documentsacquired.

Acquisitions. No Company Credit Party shall, nor shall effect it permit any of its Subsidiaries to, make an Acquisition; provided that Acquisition in a Company may effect any Acquisition so long assingle transaction or related series of transactions other than: (a) in the case of an Acquisition that involves a mergermergers, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entityamalgamations and consolidations permitted by Section 6.7(a); (b) the Closing Date Acquisition on the terms set forth in the case of an Closing Date Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entityAgreement; (c) the business to be acquired shall be similar or related to the lines of business an Acquisition that meets each of the Companies; following conditions: (di) no Default or Event of Default shall exist prior to or, exists both before and after giving pro forma effect to such Acquisition; (ii) both before and after giving effect to such Acquisition, thereafter shall begin Liquidity is greater than or equal to exist; $15,000,000; (eiii) the Acquisition is from an unrelated third party or an arm’s-length basis for no more than fair market value and is not hostile; (iv) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers Credit Party shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition not less than 15 days’ (or such shorter time period as may be agreed consented to by the Administrative Agent in its reasonable sole discretion)) prior written notice of such Acquisition to the Administrative Agent, which notice shall include a reasonably detailed description of the proposed terms of such Acquisition and identify the anticipated closing date thereof; (v) if such Acquisition is an Acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Subsidiary of the Borrower; and if such Acquisition is an Acquisition of assets, the Acquisition is structured so that the Borrower or one of its direct or indirect Subsidiaries shall acquire such assets; and (vi) either (A) historical financial statements no more than 65% of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance total consideration for such Acquisition will be funded with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and Revolving Advances or (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, the Borrower’s pro forma Leverage Ratio is less than one quarter (0.25) turn below or equal to the Leverage Ratio requirement then in effect required pursuant to Section 5.7(a) hereof; and (i) on or prior to 6.16 minus 0.25, and the closing date for such Acquisition, the Borrowers shall have Borrower has delivered to the Administrative Agent an officer’s certificate a Compliance Certificate evidencing such pro forma compliance duly executed by a Responsible Officer of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documentsBorrower.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Acquisition so long as: (a) in transaction, except that the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), and any Subsidiary may (i) acquire all or a Credit Party shall be material portion of the surviving entity, assets of a Person and (ii) own, purchase or acquire stock, obligations or securities of a Person which following such purchase or acquisition is a Wholly-Owed Subsidiary if (A) the Person being acquired (or whose assets are being acquired) is in the same general type of business as the Borrower (or complementary thereto); (B) the aggregate cash consideration (exclusive of all Debt of such Person being acquired that is not discharged by the seller at the time of such Acquisition, all Debt as to which the Borrower takes subject, and all other liabilities (including contingent earn-out payments) paid or to be paid by the Borrower or (1) the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to such proposed Acquisition and immediately after and giving effect to such proposed Acquisition shall be at least one three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 on the date of such proposed Acquisition (e.g., if the proposed Acquisition occurs during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to such proposed Acquisition and immediately after and giving effect to such proposed Acquisition shall not exceed 52%) and (2) the Pro Forma Total Consolidated Debt to Consolidated EBITDA Ratio shall be at least 0.5 lower than the maximum ratio of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be Total Consolidated Debt to Consolidated EBITDA required by Section 6.11 on the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business date of the Companies; proposed Acquisition (de.g., if the proposed Acquisition occurs during the period from the Closing Date to and including December 31, 2002, the Pro Forma Total Consolidated Debt to Consolidated EBITDA Ratio shall not exceed 3.0 to 1); (E) no Default or Event of Default has occurred or will occur as a result of the Acquisition of such Person; and (F) the Borrower shall exist have provided the Bank not less than ten (10) Business Days before the consummation of such Acquisition a certificate in form and substance satisfactory to the Bank that certifies as to each of the items in clauses (A), (B), (C), (D) and (E) of this Section 6.15(b) and includes both pro forma financial statements that demonstrate compliance with clause (D) of this Section 6.15(b) and consolidated financial statements for the Borrower and its Subsidiaries that demonstrate compliance with each of the covenants contained in Sections 6.09 to and including 6.13 immediately prior to or, and after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) such Acquisition is not actively opposed by and the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers Bank shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time accepted as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or correct prior to the consummation of such Acquisition, along with executed copies of Acquisition such certificate and the Acquisition documentscalculations and assumptions contained therein and in the financial statements included therewith.

Acquisitions. No Company Without the prior written consent of Agents and the Majority Banks, Borrower and its Subsidiaries shall effect not consummate or permit any Subsidiary of Borrower to consummate any Acquisition, except that Borrower, a Guarantor of Payment or a Subsidiary of Borrower that will become a Guarantor of Payment on or before the day of the Acquisition may consummate an Acquisition; provided that a Company may effect any Acquisition so long asas all of the following conditions are met: (a) in the case of an any Acquisition that involves of a mergerPerson for Consideration in excess of Ten Million Dollars ($10,000,000), amalgamation the aggregate principal amount of all Loans outstanding hereunder, both prior to and immediately after such Acquisition, is less than or other combination including a Borrower, such Borrower shall be the surviving entityequal to One Hundred Twenty Million Dollars ($120,000,000); (b) in the case Borrower, such Guarantor of an Acquisition that involves a mergerPayment or such Subsidiary, amalgamation or other combination including a Credit Party (other than a Borrower)as applicable, (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business Companies are in full compliance with the Loan Documents both prior to be acquired shall be similar or related and subsequent to the lines of business of the Companies;transaction; and (d) no Default or Event of Default Borrower shall exist prior provide to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent Agents and the Lenders (i) Banks, at least ten (10) days prior to such Acquisition, written notice of such Acquisition, and, in addition, in the case of any Acquisition of a Person for Consideration in excess of Five Million Dollars (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion$5,000,000), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group Borrower and its Subsidiaries accompanied by a certificate of a Financial Officer of Borrower showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect the proposed Acquisition. Anything herein to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the targetcontrary notwithstanding, if one was prepared in connection with such (i) at the time of Borrower's consideration of a proposed Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Loans outstanding are in excess of One Hundred Million Dollars ($25,000,000100,000,000) both prior to and after giving pro forma effect to such Acquisition; or (hii) the Leverage Ratio, both prior Loans outstanding are projected to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied be or will be satisfied on or prior to in excess of One Hundred Million Dollars ($100,000,000) upon the consummation completion of such Acquisition, along with executed copies then Borrower shall calculate a Projected Leverage Ratio. If the Projected Leverage Ratio is in excess of the Acquisition documents.5.00 to 1.00,

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect The Borrower will not, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long asas the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entityapplicable Person; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to have occurred and be continuing or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and on a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof)basis, both before and after giving effect would reasonably be expected to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to result from such Acquisition; (hc) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one 3.50 to 1.00, the aggregate of all consideration (including any Subordinated Debt and any equity consideration) paid in connection with Acquisitions (after giving effect to such Acquisition) during the twelve month period following the end of the fiscal quarter (0.25) turn below in which the Leverage Ratio requirement then in effect pursuant exceeds 3.50 to Section 5.7(a) hereof1.00 shall be less than $70,000,000; and (id) on or prior to the closing date for such Acquisition, the Borrowers Borrower shall have delivered (or caused to be delivered) to the Administrative Agent an officer’s certificate of such other documents as may be reasonably requested by the Borrowers, Administrative Agent in form and substance reasonably satisfactory connection with such Acquisition. Schedule 2.01 to the Administrative AgentCredit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, certifying that all of reflecting ▇▇▇▇▇ Fargo Bank, National Association as the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior sole Lender. Exhibit B to the consummation of such Acquisition, along with executed copies of the Acquisition documentsCredit Agreement is hereby amended to be identical to Exhibit B attached hereto.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect The Borrower will not, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long asas the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entityapplicable Person; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to have occurred and be continuing or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and on a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof)basis, both before and after giving effect would reasonably be expected to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to result from such Acquisition; (hc) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant 2.50 to Section 5.7(a) hereof1.00; and (id) on or prior to the closing date for such Acquisition, the Borrowers Borrower shall have delivered (or caused to be delivered) to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance such other documents as may be reasonably satisfactory to requested by the Administrative AgentAgent in connection with such Acquisition. Notwithstanding the foregoing, certifying that all nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of the requirements set forth in subparts (a) through the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (hb) above have been satisfied the lesser of (i) $10,000,000 or will be satisfied on or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of such Acquisition, along with executed copies the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition documents(excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition).

Acquisitions. No Company And shall effect an Acquisitionnot permit any Subsidiary to, purchase or acquire or incur liability for the purchase or acquisition of any 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 provided, however, that a Company may effect any Acquisition so long asduring each fiscal year Permitted Acquisitions and other Acquisitions approved by such Lenders pursuant to this Paragraph 8(d) shall be subject to the following additional limitations: (a1) The Parent, the 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 which the case total aggregate Acquisition Expenditures do not and will not exceed, when added to the aggregate amount of an all Acquisition that involves a mergerExpenditures incurred by the Parent, amalgamation the Company and other Subsidiaries of the Parent (including Foreign Subsidiaries) on or after June 30, 2005, $100,000,000.00. (2) Subject to the overall limitations set forth in 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 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 combination including a Borrower, such Borrower shall be Subsidiaries of the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party Parent (other than a Borrower), (iForeign Subsidiaries) a Credit Party shall be the surviving entitynot exceed $25,000,000.00, and (ii) if at least one the aggregate amount of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report Expenditures with respect to any single acquisition or series of related acquisitions consummated by any Foreign Subsidiary of the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request;Parent shall not exceed $12,500,000.00. (g4) In no event shall the Liquidity Amount shall Company or the Parent acquire, whether through purchase, merger, consolidation or otherwise, or otherwise be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) or become the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate direct holder of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents.the

Acquisitions. No Company shall effect an Acquisition; provided that a Company Credit Party may effect any an Acquisition so long as: (a) such Acquisition is the ICT Group Acquisition, so long as the aggregate Consideration paid or to be payable for such Acquisition does not exceed the amount required to be paid under the ICT Group Acquisition Documents; or (b) such Acquisition meets all of the following requirements: (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; (bii) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (ciii) the business to be acquired shall be similar or related to the lines of business of the Companies; (div) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition; (v) no Default or Event of Default shall exist prior to or, or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (evi) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (gvii) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to each such Acquisition; (hviii) the Leverage Ratio, both prior to and after giving pro forma effect to aggregate amount of Consideration (exclusive of the issuance of equity) shall not exceed (i) Fifty Million Dollars ($50,000,000) for each such Acquisition, is less than one quarter and (0.25ii) turn below One Hundred Million Dollars ($100,000,000) for all Acquisitions (excluding the Leverage Ratio requirement then ICT Group Acquisition) by the Companies in effect pursuant to Section 5.7(a) hereofa twelve-month period; and (iix) on or prior to the closing date aggregate amount of Consideration (including the issuance of equity securities) for each such Acquisition, the Borrowers Acquisition shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts not exceed One Hundred Fifty Million Dollars (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents$150,000,000).

Acquisitions. No Without the consent of each Lender the Company shall effect will not, and will not permit its Subsidiaries to, acquire all or substantially all of the assets or capital stock of another Person (as used in this Section 7.6, an "Acquisition; provided that a Company may effect any ") other than the Lavalife Acquisition so long as: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 case Company and its Subsidiaries shall not exceed $25,000,000 for any single such Acquisition or related series of an Acquisition that involves a merger, amalgamation or Acquisitions other combination including a Borrower, such Borrower shall be than the surviving entityLavalife 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 case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party Company and its Subsidiaries for all Acquisitions during any fiscal year shall not exceed $50,000,000 (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one exclusive of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entityLavalife Acquisition); (c) the business to be acquired shall be similar or related to the lines board of business directors of the Companiestarget 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) no Default or Event of Default the Company shall exist prior to or, after giving have provided each Lender with such historical and pro forma effect financial information with respect to such Acquisition, thereafter Acquisition as any Lender (through the Agent) shall begin to existreasonably request; (e) after giving effect to such Acquisition is not actively opposed by the board of directors (or similar governing body) Company shall be in pro forma compliance with all of the selling Persons or the Persons whose equity interests are to be acquiredfinancial covenants contained in Section 7 hereof; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed such Acquisition and (B) for a copy period of 90 days thereafter there shall be Unused Availability hereunder in a minimum equal to 20% of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and difference between (i) Total Commitment less (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request;any Reserve then in effect; and (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers Default shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form occurred and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied be continuing or will be satisfied on or prior to the consummation would occur as a result of such Acquisition, along with executed copies of the Acquisition documents.

Acquisitions. No Company shall Make any Acquisitions, except so long as there exists no Default both before and after giving effect an to each such Acquisition; provided that a Company may effect any Acquisition , make Permitted Acquisitions, so long as: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), 7.13 both before and after giving effect to each such Permitted Acquisition, and each consummation of a Permitted Acquisition by the proposed Acquisition and 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; (Bb) a copy of the quality of earnings report except with respect to Acquisitions of an Unrestricted Subsidiary, the targetBorrower 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, if one was prepared 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 connection with Section 7.13, all in such Acquisition, detail and in such form as is reasonably acceptable to the Agents; and (ii) within five days prior to the consummation of such other information regarding Acquisition (or such lesser time as agreed to by the Acquisition as Agents), projections for the Administrative Agent Borrower for a period of the lesser of five years and the Lenders may reasonably request; maturity of the Loans hereunder after the closing of such Acquisition (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) and showing the Leverage Ratio, both prior to and after giving pro forma effect to source of financing for such Acquisition, all in such detail and in such form as is less than one quarter (0.25) turn below reasonably acceptable to the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereofAgents; 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) on 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) 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 prior filing described below, the FCC consent to the closing date assignment of the FCC Licenses relating to the Stations being acquired pursuant to such Permitted Acquisition at such time (the “FCC Consent”) shall have 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 Borrowers 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 an officer’s certificate opinion of the Borrowers, Borrower’s FCC counsel in form and substance reasonably satisfactory to the Administrative AgentAgent with respect to the effect of such filing; (iii) the Parent, certifying that 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 requirements set forth Equity Interests of each such new Domestic Subsidiary acquired in subparts 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 (aincluding, a supplement to the Subsidiary Pledge Agreement, original stock certificates and duly executed stock powers, as applicable) through 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 (hiv) above the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the 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 the transfer of FCC Licenses to a License Subsidiary) from any Licensing Authority or other Governmental Authority shall have been satisfied or will be satisfied on or prior obtained, and such opinions as the Administrative Agent may reasonably request as to the consummation of such AcquisitionLiens granted to the Administrative Agent, along with executed copies for the benefit of the Lenders in the Equity Interest, as required pursuant to this Section, as to any required regulatory approvals for such Acquisition documentsand as to such other matters as the Administrative Agent may reasonably request.

Acquisitions. No Company shall effect an (a) Without the prior written consent of the Required Lenders, the Borrower may not make any Acquisition unless such Acquisition satisfies all of the following conditions: (i) the total consideration (including cash, stock, personal property, debt assumed, and other Property) exchanged for any single Acquisition does not exceed $10,000,000; (ii) the ratio of total consideration (including cash, stock, personal property, and other Property) exchanged for any single Acquisition to annual pre-tax income after GAAP adjustments, less minority interest as reflected on the Acquisition Information Package for such Acquisition, does not exceed 7.50 to 1.00; (iii) the aggregate number of Acquisitions, in a rolling twelve (12) month period does not exceed twelve (12); provided that a Company may effect if the sum of the aggregate Revolving Commitments of all Lenders less an amount equal to all outstanding Revolving Loans, less an amount equal to the LC Exposure, less the pro forma cost of any proposed Acquisition is greater than or equal to $50,000,000.00, the limitations set forth in this Section 7.13(a)(iii) shall not apply; (iv) at least one (1) Business Day before any Acquisition so long as:not requiring Required Lender approval, and at least fifteen (15) days before any Acquisition requiring Required Lender approval, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and (av) in simultaneously with the case of an Acquisition that involves a mergerAcquisition, amalgamation or other combination including a Borrower, such the Borrower shall be deliver to Administrative Agent the surviving entity;documentation and agreements required by Section 5.10 herein. (b) in the case of The Borrower may not make an Acquisition that involves a merger, amalgamation or other combination including a Credit Party does not comply with subsection (other than a Borrower), (ia) a Credit Party shall be hereof unless the surviving entity, and (ii) if at least one Borrower obtains the prior approval in writing of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business Required Lenders as evidenced by an Acquisition Approval Letter and satisfaction of the Companies;following conditions: (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least fifteen (15) Business Days prior to the proposed Acquisition the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package (it being understood that the Lenders shall use reasonable efforts to notify the Borrower within ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements Business Days after receipt of the target entity and a pro forma financial statement Acquisition Information Package of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect their decision to approve or disapprove the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof); and (iii) on or prior to if the closing date for such Required Lenders approve the Acquisition, then simultaneously with the Acquisition, the Borrowers Borrower shall have delivered deliver to the Administrative Agent an officer’s certificate of the Borrowers, in form documentation and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documentsagreements required by Section 5.10 herein.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may The Borrower will not, and will not permit any of the other Transaction Parties to agree to or effect any Acquisition so long as: (a) in the case of an Acquisition that involves a merger, amalgamation asset acquisition or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party stock acquisition (other than a Borrowerthe acquisition of assets in the ordinary course of business consistent with past practices); PROVIDED, HOWEVER, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make one or more asset or stock acquisitions in an amount not to exceed $30,000,000 in the aggregate; PROVIDED, HOWEVER, that (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be (the "Target") is in the same or similar or related to the lines of business of as the Companies; Borrower and the other Transaction Parties, (dii) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Permitted Acquisition, thereafter shall begin to exist; (e) and assuming full funding of such Permitted Acquisition is not actively opposed by on the board of directors (or similar governing body) initial Drawdown Date of the selling Persons sole or initial Loan, the Persons whose equity interests proceeds of which are to be acquired; (f) for Acquisitions the consideration used to fund all or any portion of which is in excess of Twenty Million Dollars ($20,000,000)such Permitted Acquisition, the Borrowers shall have provided ratio of Consolidated Funded Debt as at the most recent fiscal quarter end of the Borrower to EBITDA for the Administrative Agent and four consecutive fiscal quarters of the Lenders Borrower ending with such quarter end (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), shown on a PRO FORMA basis based upon (A) historical the most recently delivered financial statements of the target entity Borrower and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance its Subsidiaries delivered in accordance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition ss.8.4 and (B) a copy audited financial statements for such Target as at the most recent fiscal quarter end of the quality of earnings report with respect Borrower which are accompanied by an unqualified audited opinion letter from Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or another nationally recognized accounting firm satisfactory to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; Majority Banks or which are otherwise satisfactory to the Agent and the Majority Banks) would not exceed 3.25:1.0; and (giii) contemporaneously with the closing of such Permitted Acquisition, the Borrower shall provide to the Agent and the Banks a compliance certificate in the form of EXHIBIT C, duly certified by the principal financial or accounting officer of the Borrower, indicating the Borrower's compliance with (x) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both financial covenants contained in ss.10 immediately prior to and, on A Pro FORma basis, immediately following such Permitted Acquisition and after giving pro forma effect to (y) on a PRO FORMA basis, the requirement set forth in ss.9.5.2(ii); anD PROVIDED FURTHER that, contemporaneously with the closing of such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Permitted Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and Borrower shall (i) on take such action as may be necessary or prior advisable in the opinion of the Agent to pledge or cause to be pledged to the closing date Agent, for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate benefit of the BorrowersBanks and the Agent, on a perfected, first-priority basis all of the capital stock or other equity interests of such Subsidiary (except that 65% (or such larger percentage as may be permitted without creating material adverse tax consequences for the Borrower under the Code) of the capital stock of such Subsidiary that is organized under the laws of a jurisdiction other than the United States of America and the States (or the District of Columbia) thereof shall be pledged) pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, certifying that which such pledge agreement shall be a Stock Pledge Agreement and a Security Document hereunder, (ii) cause any such Subsidiary which is or is to become a Guarantor to guaranty all of the requirements Obligations hereunder pursuant to a Guaranty in the form of EXHIBIT E, which Guaranty shall be a Guaranty and Security Document hereunder, (iii) cause any such Subsidiary which is or is to become a Guarantor to take all steps as may be necessary or advisable in the opinion of the Agent to grant to the Agent, for the benefit of the Banks and the Agent, a first priority, perfected security interest in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Agent, each of which documents shall be Security Documents hereunder; and (iv) deliver to the Agent all such evidence of corporate authorization, legal opinions (including local counsel opinions where applicable), and other documentation as the Agent may request. To the extent that any such Permitted Acquisition alters the accuracy or completeness of any of the Schedules hereto, the Borrower shall deliver to the Agent, contemporaneously with the delivery of the loan documentation referred to above, revised schedules reflecting changes resulting from such Permitted Acquisition; PROVIDED that the Agent shall only be required to accept such revised schedules, and such revised schedules shall only become part of this Credit Agreement, in the event that the Borrower shall have taken any and all action necessary to bring such newly acquired Subsidiary into compliance with each representation and warranty set forth herein, including in subparts (a) through (h) above ss.7 hereof; and PROVIDED FURTHER that no change resulting from any Permitted Acquisition would have been satisfied or will be satisfied a material adverse effect on or prior to the consummation of such AcquisitionBorrower and the other Transaction Parties, along with executed copies of the Acquisition documentstaken as a whole."

Acquisitions. No Company shall effect an Acquisition; provided that The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a Company may effect party to any Acquisition so long asacquisition of, any Person, or acquire any option to make any such acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the case ordinary course of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entitybusiness; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entityInvestments permitted under Section 7.07; (c) the business to be acquired shall be similar or related to the lines of business of the CompaniesRestricted Payments permitted under Section 7.08; (d) no Default or Event Capital Expenditures of Default the Borrower 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 (other than TV/Radio Acquisitions) permitted under this clause (e) and consummated after the Fifth RestatementSecond Amendment Effective Date shall exist not exceed $100,000,000; (ii) (A) in the case of Acquisitions other than TV/Radio Acquisitions under this clause (e), both immediately prior to or, and after giving pro forma effect to such Acquisition, thereafter no Default shall begin to exist; have occurred and be continuing (e) and, in the case of 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000)Acquisition, the Borrowers Borrower shall have provided be at least 0.25 to 1 below the Administrative Agent and the Lenders (iTotal Indebtedness Ratio required under Section 7.11(c) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion)time, (A) historical financial statements of the target entity and calculated on a pro forma financial statement basis as if such Acquisition had been consummated on the first day of the Universal Group accompanied by a certificate relevant period) and (B) in the case of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereofTV/Radio Acquisitions under this clause (e), both before immediately prior to and after giving effect to such TV/Radio Acquisition, no Default shall have occurred and be continuing (and, in the proposed case of such TV/Radio Acquisition, the Borrower 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 as if such Acquisition had been consummated on the first day of the 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 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 copy Final FCC Order, in all other cases (including the exercise of the quality ▇▇▇▇▇▇▇▇▇▇ Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of earnings report with respect FCC counsel satisfactory to the targetAdministrative Agent or the Required Lenders, if one was prepared as the case may be, in connection with 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 Borrower or such Subsidiary; (iiv) if the Aggregate Consideration for such other information regarding Acquisition is equal to or greater than $15,000,000, the Borrower 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 and the Lenders may reasonably request; (gagree) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for that such AcquisitionAcquisition is consummated, the Borrowers Borrower shall have delivered to the Administrative Agent an officer’s certificate drafts or executed counterparts of such of the Borrowersrespective 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 substance reasonably satisfactory to the Administrative Agent; (vii) promptly following request therefor, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation copies of such Acquisitioninformation or documents relating to such Acquisition as 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 (g) additional acquisitions of property or assets made after the Fifth RestatementSecond Amendment Effective Date, along which, when taken together with executed copies the aggregate amount of Investments made pursuant to Section 7.07(i), shall not exceed $200,000,000400,000,000 in the Acquisition documents.aggregate; and

Acquisitions. No Company Credit Party shall, nor shall effect an it permit any of its Subsidiaries to, make any Acquisition; provided that a Company may effect any Acquisition so long as: , unless (a) in such Acquisition is substantially related to the case business of an Acquisition that involves the Borrower and its Subsidiaries, taken as a mergerwhole, amalgamation or other combination including a Borrowerand is not hostile, such Borrower shall be the surviving entity; (b) in the case of if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that involves the acquired Person (or its successor in interest) shall become a merger, amalgamation direct or other combination including a Credit Party (other than a Borrower)indirect Domestic Subsidiary of the Borrower and comply with the requirements of Section 5.6, (ic) if such Acquisition is an Acquisition of assets, such Acquisition is structured so that a Credit Party shall be the surviving entityacquire such assets, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to orhave occurred or be continuing or would result from such Acquisition, and (e) either (i) (A) the Leverage Ratio, calculated on a pro forma basis after giving pro forma 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, thereafter shall begin Liquidity would be -71- greater than or equal to exist; $15,000,000 or (eii) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements 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 target entity Borrower or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $20,000,000 and a pro forma financial statement of (B) the Universal Group accompanied by a certificate of a Financial Officer showing Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before 6.16 and 6.17 after giving effect to the proposed such Acquisition and (B) a copy as of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate beginning of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all period of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documentsfour fiscal quarters most recently ended.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect any Acquisition so long as: (a) in 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 case of an Acquisition that involves a merger, amalgamation or other combination including a BorrowerTarget 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 shall will not consummate and will not permit any Subsidiary to consummate any Acquisition without the prior written consent of Requisite Lenders if the sum of the 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 surviving entity;Target to be paid by Borrower and its Subsidiaries is greater than $3,000,000. (b) in the case of an Acquisition It is understood and agreed that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party each Lender's decision to consent to an Acquisition shall be based upon such Lender's evaluation and approval of the surviving entity, business and financial condition of the Target and review and approval of the Acquisition Documents in connection with the proposed Acquisition; (ii) if at least one each transaction must be structured as an asset purchase by, or merger with, a Subsidiary of Borrower or a stock purchase by Borrower or a Subsidiary of Borrower and (iii) Agent shall have received an Availability Certificate as required by subsection 4.2(d) and, after giving effect to such Loan, the Maximum Revolving Loan Balance exceeds the outstanding principal balance of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity;Revolving Loans by not less than $250,000. (c) the business to be acquired shall be similar or related to the lines of business Within five (5) Business Days after receipt of the Companies; (d) no Default summary, Agent will notify Borrower if it or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance any Lender reasonably requires any additional information with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect respect to the proposed Acquisition and the Target which is the subject thereof. No later than the later of (Bx) a copy ten (10) Business Days after Agent's receipt of the quality acquisition summary and additional information as Agent or any Lender shall reasonably request if the amount of earnings report with respect the Revolving Loan to the target, if one was prepared in connection with finance such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter $5,000,000 and (0.25y) turn below twenty (20) Business Days after such receipt if the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate amount of the BorrowersRevolving Loan so required is $5,000,000 or more, Agent will notify Borrower, in form and substance reasonably satisfactory to the Administrative Agentwriting, certifying that all whether or not Requisite Lenders approve or disapprove of the requirements proposed Acquisition on the terms set forth in subparts the acquisition summary. Any failure on the part of Requisite Lenders either to approve or disapprove, in writing, the proposed Acquisition within said ten (a10) through or twenty (h20) above have been satisfied 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 the terms of the proposed Acquisition or any adverse change to the Target which is the subject of such proposed Acquisition, Borrower shall notify Agent of the same and further approval will be satisfied on required, which approval will be granted or prior to the consummation denied within five (5) Business Days of receipt of written notice of such Acquisitionmaterial change. Any failure on the part of Requisite Lenders either to approve or disapprove within said five (5) Business Day period shall constitute Requisite Lenders' disapproval. (d) The foregoing provisions do not impair, along with executed copies vitiate or affect the conditions to Lenders' obligations to fund Loans as provided in Article II of the Acquisition documentsthis Agreement.

Acquisitions. No Company shall effect an Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition (other than the Disclosed Acquisition; provided that a Company may ), or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition (other than the Disclosed Acquisition), except that, so long asas no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ai) the Borrower or any Subsidiary may make any Acquisition in the case event that, as of an the most recent fiscal quarter end, and on a pro forma basis as of such date giving effect to such Acquisition (including the financing thereof), the Consolidated Leverage Ratio is less than 2.00 to 1.00; and “(ii)(A) from the Closing Date through the fiscal year ended December 31, 2007, if, as of the most recent fiscal quarter end, and on a pro forma basis as of such date giving effect to any proposed Acquisition (including the financing thereof), the Consolidated Leverage Ratio is equal to or greater than 2.00 to 1.00, then the Borrower or any Subsidiary may nevertheless make any such proposed Acquisition provided that involves a mergerthe Cost of Acquisition thereof, amalgamation or together with (i) the Costs of Acquisition of each other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (ithe Disclosed Acquisition) a Credit Party shall consummated during the fiscal year in which such proposed Acquisition is to be the surviving entity, made and (ii) if at least one the aggregate amount of all performance-based earnout payments expected to be payable in respect of such fiscal year, does not exceed $300,000,000; and (B) from January 1, 2008 through the Maturity Date, if, as of the Credit Parties is most recent fiscal quarter end, and on a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma basis as of such date giving effect to such Acquisition, thereafter shall begin to exist; any proposed Acquisition (e) such Acquisition is not actively opposed by including the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000financing thereof), the Borrowers Consolidated Leverage Ratio is equal to or greater than 2.00 to 1.00, then the Borrower or any Subsidiary may nevertheless make any such proposed Acquisition provided that the Cost of Acquisition thereof, together with (i) the Costs of Acquisition of each other Acquisition consummated during the fiscal year in which such proposed Acquisition is to be made and (ii) the aggregate amount of all performance-based earnout payments expected to be payable in respect of such fiscal year, does not exceed an amount equal to 125% of Consolidated EBITDA for the prior fiscal year; provided that with respect to each fiscal year in which an Acquisition is consummated in reliance on this Section 7.10(a)(ii), the Borrower shall have provided deliver a certification (which may be included in the Compliance Certificate delivered concurrently with the audited annual financial statements pursuant to Section 6.01(a)) to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma demonstrating actual compliance with the financial covenants set forth in this Section 5.7 hereof7.10(a)(ii), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents.”

Acquisitions. No Company shall effect an Acquisition; provided that a Company The Loan Parties may effect any Acquisition so long asmake Acquisitions in other Persons in addition to Acquisitions existing on the Closing Date and disclosed in Schedules 1.1(A-1), 1.1(A-2), 1.1(A-3) and 1.1(A-4) attached hereto as follows: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entityLoan Parties may make any Acquisition without restriction as to amount, but otherwise subject to the terms and (ii) conditions of this Agreement, if at least one on the date of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such proposed Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition Acquisition, the sum CREDIT AGREEMENT of (x) the Borrowers' Cash and Cash Equivalents and (By) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and Borrowing Base Availability shall exceed $500,000,000; (ii) if on the date of the proposed making of the Acquisition, after giving effect to the proposed Acquisition, the sum of (x) the Borrowers' Cash and Cash Equivalents and (y) Borrowing Base Availability shall be greater than $250,000,000 but less than or equal to $500,000,000, the Borrowers may make an Acquisition in such other information regarding Acquisition Entity of up to 50% of the sum of (a) the Borrowers' Cash and Cash Equivalents and (b) Borrowing Base Availability, determined as of the date of the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after but before giving pro forma effect to such the proposed Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (iiii) if on or prior the date of the proposed making of the Acquisition, after giving effect to the closing proposed Acquisition, the sum of (x) the Borrowers' Cash and Cash Equivalents and (y) Borrowing Base Availability shall be between zero and $250,000,000, the Borrowers may make an Acquisition in such Acquisition Entity of up to 40% of the sum of (a) the Borrowers' Cash and Cash Equivalents and (b) Borrowing Base Availability, determined as of the date for of the Acquisition but before giving effect to the proposed Acquisition. The Loan Parties will promptly, and in any event within five (5) Business Days of the making of any such Acquisition, the Borrowers shall have delivered provide to the Administrative Agent an officer’s certificate written notice of such Acquisition (substantially in the Borrowersform of Exhibit 8.1.15 -------------- attached hereto) and, in form and substance reasonably satisfactory on the last Business Day of each calendar quarter, updated Schedules to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior Borrowing Base Certificate reflecting any such additional Acquisition. Notwithstanding anything to the consummation contrary contained herein, the prohibitions contained in this Section 8.1.15 shall not apply to the extent Acquisitions are made with the capital stock of such Acquisition, along with executed copies of the Acquisition documentsICG.

Acquisitions. No Company shall effect Acquire all or a substantial part of the assets or stock of any other Person (an "Acquisition; provided that a Company may effect any Acquisition so long as:"), unless: -55- 61 (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (has occurred and is continuing or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and will occur after giving pro forma effect to such Acquisition; (hb) if the Leverage RatioAcquisition involves aggregate consideration exceeding $25 million, both the Majority Banks give prior written approval to and after giving pro forma effect to make such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and; (ic) on or prior 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 closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or Banks at least 15 days prior to the consummation of such Acquisition (i) an income statement and a statement of cash flows, in 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 balance sheet as of the last day of the most recently 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 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) 50% of the aggregate consideration involved in such acquisition is provided as an equity contribution, (iii) the Borrower shall have (A) notified the Banks of all material terms of such proposed Acquisition, along (B) given the Banks reasonable time to prepare bids on providing such additional debt financing and (C) considered in good faith the 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 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 executed copies respect to such Excluded Subsidiary shall be entered into by Holdings, the Borrower or any Subsidiary, and (vi) if required under Section 7.4, 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 documentspermitted under this Section 7.7 is herein referred to as a "Permitted Acquisition."

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect Make or permit any Subsidiary to make any Acquisition so long asexcept 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 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 case 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 an 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 involves on a mergerpro 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 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; (c) the aggregate purchase price for any Acquisition (including all potential payments in respect of Earn Out Obligations) shall not exceed $7,500,000; (d) after giving effect to such Acquisition, amalgamation the Borrowers shall have pro forma Availability of not less than $7,500,000; (e) no Default or other combination including Event of Default shall have occurred and be continuing under the Facility Documents immediately prior to and after giving effect to the proposed Acquisition; (f) the Borrowers and their Subsidiaries, immediately prior to and after giving effect to any proposed Acquisition, shall be in compliance with all terms and provisions of the Facility Documents, including, without limitation, the covenants set forth in Article 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 United States and have its chief executive office and principal place of business within the United States; and (h) if the Acquisition is structured as a merger involving any Borrower, such Borrower shall be the surviving entity; corporation. PROVIDED, HOWEVER that the Borrowers and their Subsidiaries shall not consummate more than eight (b) in 8) Acquisitions of entities which are not Option Care Franchisees during any period of twelve consecutive months without the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one prior written consent of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders Lenders; and PROVIDED, FURTHER, that (ix) at least ten (10) days prior to the Accounts of any business acquired by any Borrower or Subsidiary shall not be included in the Borrowing Base unless such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants Accounts satisfy all criteria set forth in the definition of Eligible Accounts in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition 1.01 hereof and (By) a copy if the aggregate amount of the quality Accounts of earnings report with respect to any business acquired by any Borrower or Subsidiary exceeds $2,500,000, such Accounts shall not be included in the target, if one was prepared in connection with such AcquisitionBorrowing Base until the Agent shall have conducted, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratiosatisfied with, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate a new field audit examination of the Borrowerstype described in Section 7.11, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation including a review of such Acquisition, along with executed copies of the Acquisition documentsAccounts.

Acquisitions. No Company The Borrower shall effect an Acquisition; provided that a Company may effect not, and shall not permit any Acquisition so long as: of its Restricted Subsidiaries to, 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 case Intercompany Line of an Acquisition that involves a mergerCredit and all the capital stock of, amalgamation or other combination including a Borrowerequity interest in, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party Restricted Subsidiary (other than a Borrower)CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any, (iother than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) a Credit Party shall be the surviving entitypledged pursuant to a Pledge Agreement, and or (ii) if at least one of the Credit Parties is a Domestic Credit Partyduring any fiscal year thereafter, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), unless (A) historical financial statements the Acquisition is set forth on SCHEDULE 14 hereto or (B)(1) the Acquisition is of a Restricted Subsidiary or of the target entity and assets of a pro forma financial statement 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 Universal Group accompanied by a certificate end of a Financial Officer showing pro forma compliance 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 financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with Consideration given for all other such Acquisition, and (ii) Acquisitions during such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisitionfiscal year, is less than one quarter (0.25y) turn below $125,000,000 or (z) $200,000,000 if the Leverage Ratio requirement then 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 effect 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 Section 5.7(aa 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; and 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 prior (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 closing date for extent such AcquisitionForeign Subsidiary is not an Inactive Subsidiary or a Subsidiary of a Foreign Subsidiary, an amount of the Borrowers shall have delivered capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent an officer’s certificate of the Borrowersto have a security interest in, in form and substance reasonably satisfactory to the Administrative Agentpledge of, certifying that all of the requirements set forth capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in subparts 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 (aii) through any fiscal year thereafter, unless (hA) above have been satisfied 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 will be satisfied on (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 prior series of related Acquisitions does not exceed $30,000,000 and (C) to the consummation extent such Foreign Subsidiary is not an Inactive Subsidiary or a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such AcquisitionForeign Subsidiary necessary to cause the Administrative Agent to have a security interest in, along with executed copies and pledge of, all of the Acquisition documentscapital 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." (x) SECTION 7.6 of the Credit Agreement is hereby amended to read as follows:

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect any Acquisition so long asas such Acquisition meets all of the following requirements: (ai) in the case of an Acquisition that involves a merger, amalgamation or other combination including a the Borrower, such the Borrower shall be the surviving entity; (bii) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a the Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (ciii) the business to be acquired shall be similar similar, or related to, or incidental or complimentary to the lines of business of the Companies; (div) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (ev) 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; (fvi) for Acquisitions if applicable to the consideration of which is in excess of Twenty Million Dollars ($20,000,000)business to be acquired, the Borrowers shall have provided then such business has Restaurant Level Profits, subject to pro forma adjustments reasonably acceptable to the Administrative Agent and the Lenders (i) at least ten (10) days Required Lenders, for the most recent four quarters prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical acquisition date for which financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof)are available, both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably requestgreater than $0.00; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000vii) 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); (hviii) the Leverage Ratioaggregate Consideration (exclusive of proceeds used for such Acquisition from (1) new issuances of equity, both prior (2) Revolving Loans made in conjunction with an increase in the Revolving Credit Commitment pursuant to Section 2.10(b) hereof and (3) 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 pro forma effect to such Acquisition, is the Revolving Credit Availability shall be not less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents$10,000,000.

Acquisitions. No Company The Borrower shall effect an Acquisition; provided that a Company may effect not, and shall not ------------ permit any Acquisition so long as: Subsidiary to, make any Acquisitions unless (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist immediately prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and there shall not exist a Default or Event of Default, (Bb) a copy such Acquisition shall not be opposed by the board of directors of the quality of earnings report with respect 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 received written notice at least 15 Business Days prior to the target, if one was prepared in connection with date of such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and Lender shall have received at least 10 Business Days prior to the Lenders may reasonably request; (g) date of such Acquisition a Compliance Certificate setting forth the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) covenant calculations both immediately prior to and after giving pro forma effect to such the proposed Acquisition; , (he) the Leverage Ratioassets, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below property or business acquired shall be in the Leverage Ratio requirement then business described in effect pursuant to Section 5.7(a4.1(d) hereof; and , and (f) if such -------------- Acquisition results in a Subsidiary, (i) on or prior to such Subsidiary shall have executed and delivered a Subsidiary Guaranty of the closing date for Obligations, (ii) if such AcquisitionAcquisition occurs during the Qualifying Period and the Subsidiary is a Material Subsidiary, the Borrowers Capital Stock of such Subsidiary shall be pledged pursuant to a Pledge Agreement and (iii) the Lenders shall have delivered to received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent an officer’s certificate Lender shall reasonably request in connection with the actions described in clauses (f)(i) and (f)(ii) above. (n) Article 7 of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents.Credit Agreement is hereby amended by adding a new ---------

Acquisitions. No Company The Parent shall effect an Acquisition; provided that a Company may effect not, and shall not permit any Acquisition so long as: of its Restricted Subsidiaries to, make, in one or more transactions, any (a) in Acquisition during the case of an Acquisition that involves a mergerfiscal year ending on December 31, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower)1996, (i) if the Acquisition is not of a Credit Party shall be Restricted Subsidiary or of the surviving assets of a domestic entity, and (ii) if at least one 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 Parties is a Domestic Credit Partyand all the capital stock of, a Domestic Credit Party 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 surviving 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) the business Acquisition Consideration for all such Acquisitions occurring after the Agreement Date, together with the aggregate amount of obligations incurred after the Agreement Date in respect of Guaranties and letters of credit pursuant to be acquired shall be similar or related SECTION 7.1(i) hereof and Investments made after the Agreement Date pursuant to SECTION 7.3(j) which are not in entities organized under the lines of business laws of the Companies; United States or any state thereof, does not exceed $50,000,000 and (dy) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) such Acquisition is not actively opposed by the board of directors (or similar governing body) an amount of the selling Persons or the Persons whose equity interests are capital stock of such Foreign Subsidiary necessary to be acquired; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to cause the Administrative Agent and the Lenders (i) at least ten (10) days prior Lender to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and have a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisitionsecurity interest in, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratiopledge of, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation any case not more than 66% of such Acquisition, along with executed copies all of the Acquisition documentscapital stock of, or other equity interest in, such Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement.

Acquisitions. No Company shall Make any Acquisitions, except, subject to Section 1.07(d), so long as there exists no Default prior to and/or after giving effect an to each such Acquisition; provided that a Company , the Borrower and its Restricted Subsidiaries may effect any Acquisition make Permitted Acquisitions, so long as: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be in compliance on a Pro Forma Basis with the surviving entityfinancial covenants set forth in Section 7.13 both before and after giving effect to each such Permitted Acquisition, and each consummation of a Permitted Acquisition by the Borrower shall 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) in the case except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, the Borrower shall have given the Administrative Agent prior written notice regarding each Permitted Acquisition that involves with a merger, amalgamation cash consideration of $75,000,000 or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entitymore; (c) the business except with respect to be acquired shall be similar or related Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) such each Permitted 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; (f) for Acquisitions the with a cash consideration of which is in excess of Twenty Million Dollars ($20,000,000)200,000,000 or more, the Borrowers Borrower shall have provided delivered to the Administrative Agent and the Lenders Agent: (i) at least ten (10) within five days prior to the consummation of such Acquisition (or such shorter lesser time as may be agreed to by the Administrative Agent in its reasonable discretionAgent), (A) historical financial statements of the target entity and calculations demonstrating on a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma Pro Forma Basis compliance with the financial covenants set forth in Section 5.7 hereof7.13 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), both before 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 proposed 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 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 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 (A) the Borrower reasonably expects that the Final Order will be granted notwithstanding the filing of any objection and (B) a copy of the quality of earnings report 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 targetBorrower or the Parent, or any Subsidiary of either of them (“Nuisance Filers”)), the Borrower has given notice to the Administrative Agent 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 at such time (the “FCC Consent”) shall have become a Final Order; for 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 one was prepared 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 (ii) deliver a Security Agreement Supplement or such other information regarding the Acquisition 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 Lenders may reasonably request; (g) Obligations to be held by the Liquidity Amount 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 no less than Twentyrequired to perfect or provide for the priority of Liens in Non-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereofPerfected Collateral; and (iv) on or prior to the closing date for such Acquisitionextent requested by the Administrative Agent, the Borrowers Borrower shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance evidence reasonably satisfactory to the 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 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, certifying that all for the benefit of the requirements set forth Secured Parties in subparts (a) through (h) above have been satisfied or will be satisfied on or prior the Equity Interest, as required pursuant to this Section, as to any required regulatory approvals for such Acquisition and as to such other matters as the consummation of such Acquisition, along with executed copies of the Acquisition documentsAdministrative Agent may reasonably request.

Acquisitions. No Company And shall effect an Acquisitionnot permit any Subsidiary to, purchase or acquire or incur liability for the purchase or acquisition of any 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) without the prior written consent of not less than two Lenders holding fifty one percent (51%) of the Percentage Shares; provided provided, however, that a Company may effect any Acquisition so long asduring each fiscal year, commencing with the fiscal year beginning July 1, 2003, Permitted Acquisitions and other Acquisitions approved by the Lender pursuant to this Paragraph 8(d) shall be subject to the following additional limitations: (a1) in The Parent, the case Company and other Subsidiaries of an Acquisition that involves a merger, amalgamation or other combination the Parent (including a Borrower, such Borrower shall be the surviving entity;Foreign Subsidiaries) may only: (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, Make payments on account of Acquisition Expenditures relating to Permitted Acquisitions and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) such Acquisition is not actively opposed other Acquisitions approved by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are Lenders pursuant to be acquired; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000this Paragraph 8(d), including both Permitted Acquisitions and other Acquisitions consummated in previous fiscal years and Permitted Acquisitions and other Acquisitions consummated in the Borrowers shall have provided current fiscal year, in an aggregate amount not to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars (exceed $25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof15,000,000.00; and (iii) on Consummate in the current fiscal year or prior enter into any binding commitment to consummate in the current fiscal year 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 $15,000,000.00, regardless of when payable; or (2) Subject to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements overall limitations set forth in subparts subparagraph (a1) above, Foreign Subsidiaries may only: (i) Make payments on account of Acquisition Expenditures relating to Permitted Acquisitions and other Acquisitions approved by the Lenders pursuant to this Paragraph 8(d), including both Permitted Acquisitions and other Acquisitions consummated in previous fiscal years and Permitted Acquisitions and other Acquisitions consummated in the current fiscal year, in an aggregate amount not to exceed $7,500,000.00; and (ii) Consummate in the current fiscal year or enter into any binding commitment to consummate in the current fiscal year 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 $7,500,000.00, regardless of when payable; and provided, further, that in no event shall the Company or the Parent acquire, whether through (h) above have been satisfied purchase, merger, consolidation or will otherwise, or otherwise be satisfied on or prior to become the consummation of such Acquisition, along with executed copies direct holder of the Acquisition documentsstock of any Foreign Subsidiary, it being expressly agreed and understood that the stock of Foreign Subsidiaries shall be held only by Guarantor Subsidiaries or other Foreign Subsidiaries.

Acquisitions. No Company Credit Party shall, nor shall effect an it permit any of its Subsidiaries to, make any Acquisition; provided that a Company may effect any Acquisition so long as: , unless (a) in such Acquisition is substantially related to the case business of an Acquisition that involves the Borrower and its Subsidiaries, taken as a mergerwhole, amalgamation or other combination including a Borrowerand is not hostile, such Borrower shall be the surviving entity; (b) in the case of if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that involves the acquired Person (or its successor in interest) shall become a merger, amalgamation direct or other combination including a Credit Party (other than a Borrower)indirect Domestic Subsidiary of the Borrower and comply with the requirements of Section 5.6, (ic) if such Acquisition is an Acquisition of assets, such Acquisition is structured so that a Credit Party shall be the surviving entityacquire such assets, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to orhave occurred 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 pro forma 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 (B) after giving effect to such Acquisition, thereafter shall begin Liquidity would be greater than or equal to exist; $15,000,000 or (eii) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements 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 target entity Borrower or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $10,000,000 and a pro forma financial statement of (B) the Universal Group accompanied by a certificate of a Financial Officer showing Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before 6.16 and 6.17 after giving effect to such Acquisition as of the proposed Acquisition beginning of the period of four fiscal quarters most recently ended and (Bf) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less Liquidity would be greater than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant or equal to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents.$15,000,000..

Acquisitions. No Company shall effect an Acquisition; provided that The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Capital Stock of, or be a Company may effect party to any Acquisition so long asacquisition of, any Person, or acquire any option to make any such acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the case ordinary course of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entitybusiness; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entityInvestments permitted under Section 7.07; (c) the business to be acquired shall be similar or related to the lines of business of the CompaniesRestricted Payments permitted under Section 7.08; (d) no Default or Event Capital Expenditures of Default the Borrower 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 Fourth Restatement Effective Date shall exist not exceed $575,000,000; provided (x) the 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 disposition is announced within 110 days of the completion of the related TV/Radio Acquisition; (ii) both immediately prior to or, and after giving pro forma effect to such Acquisition, thereafter no Default shall begin have occurred and be continuing (and, in the case of such Acquisition, the Borrower shall be at least 0.25 to exist1 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); (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 the Aggregate Consideration for such Acquisition and all Acquisitions permitted under this clause (e) such Acquisition and consummated after the Fourth Restatement Effective Date which have not been approved by a Final FCC Order is not actively opposed by equal to or less than $50,000,000 in the board of directors aggregate; or (or similar governing bodyB) a Final FCC Order, in all other cases (including the exercise of the selling Persons or the Persons whose equity interests are to be acquired▇▇▇▇▇▇▇▇▇▇ Options); (fiv) for Acquisitions if the consideration of which is in excess of Twenty Million Dollars ($20,000,000)Administrative Agent or the Required Lenders shall have so requested, the Borrowers Administrative Agent shall have provided 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; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (i) at least ten (10) days 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 time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition period as the Administrative Agent and the Lenders may reasonably request; (gagree) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for that such AcquisitionAcquisition is consummated, the Borrowers Borrower shall have delivered to the Administrative Agent an officer’s certificate drafts or executed counterparts of such of the Borrowersrespective 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 substance reasonably satisfactory to the Administrative Agent; and (vii) promptly following request therefor, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation copies of such Acquisition, along information or documents relating to such Acquisition as the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; and (f) the acquisition of property in connection with executed copies of the Acquisition documentsany exchanges permitted under Section 7.05.

Acquisitions. No Company shall effect an Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition; provided that a Company may , or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition Acquisition, except that, so long asas no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ai) the Borrower or any Subsidiary may make any Acquisition in the case event that, as of an the most recent fiscal quarter end, and on a pro forma basis as of such date giving effect to such Acquisition that involves a merger(including the financing thereof), amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity;Consolidated Leverage Ratio is less than 2.00 to 1.00; and (bii) in (A) from the case Closing Date through the fiscal year ended December 31, 2007, if, as of an the most recent fiscal quarter end, and on a pro forma basis as of such date giving effect to any proposed Acquisition that involves a merger, amalgamation or other combination (including a Credit Party (other than a Borrowerthe financing thereof), the Consolidated Leverage Ratio is equal to or greater than 2.00 to 1.00, then the Borrower or any Subsidiary may nevertheless make any such proposed Acquisition provided that the Cost of Acquisition thereof, together with (i) a Credit Party shall the Costs of Acquisition of each other Acquisition consummated during the fiscal year in which such proposed Acquisition is to be the surviving entity, made and (ii) if at least one the aggregate amount of all performance-based earnout payments expected to be payable in respect of such fiscal year, does not exceed $300,000,000; and (B) from January 1, 2008 through the Maturity Date, if, as of the Credit Parties is most recent fiscal quarter end, and on a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma basis as of such date giving effect to such Acquisition, thereafter shall begin to exist; any proposed Acquisition (e) such Acquisition is not actively opposed by including the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000financing thereof), the Borrowers Consolidated Leverage Ratio is equal to or greater than 2.00 to 1.00, then the Borrower or any Subsidiary may nevertheless make any such proposed Acquisition provided that the Cost of Acquisition thereof, together with (i) the Costs of Acquisition of each other Acquisition consummated during the fiscal year in which such proposed Acquisition is to be made and (ii) the aggregate amount of all performance-based earnout payments expected to be payable in respect of such fiscal year, does not exceed an amount equal to 125% of Consolidated EBITDA for the prior fiscal year; provided that with respect to each fiscal year in which an Acquisition is consummated in reliance on this Section 7.10(a)(ii), the Borrower shall have provided deliver a certification (which may be included in the Compliance Certificate delivered concurrently with the audited annual financial statements pursuant to Section 6.01(a)) to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma demonstrating actual compliance with the financial covenants set forth in this Section 5.7 hereof7.10(a)(ii), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents.

Acquisitions. No Company The Parent and the Borrowers shall effect an Acquisition; provided that a Company may effect not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, make any Acquisitions except any non-hostile Acquisition so long assubject to the satisfaction of each of the following conditions: (a) if the aggregate consideration in the case respect of an any such Acquisition that involves exceeds $100,000,000.00, each Administrative Agent shall receive prior written notice of such Acquisition, which notice shall include, without limitation, a merger, amalgamation or other combination including a Borrower, description of such Borrower Acquisition with such detail as such Administrative Agent shall be the surviving entityreasonably require; (b) in the case of an Acquisition that involves a mergerimmediately after giving effect to such Acquisition, amalgamation or other combination including a Credit Party (other Liquidity shall not be less than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity$200,000,000.00; (c) within the business applicable time periods required pursuant to Section 7.11 and Section 7.12, after the closing of such Acquisition, the Parent, the Borrowers (or the Restricted Subsidiary making such Acquisition) and the target of such Acquisition (unless it is a Subsidiary that is not a Material Wholly-Owned Subsidiary) shall have executed such documents and taken such actions as may be acquired shall be similar or related to the lines of business of the Companiesrequired under Section 7.11 and Section 7.12; (d) 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 (e) at the time of such Acquisition and after giving effect thereto, (i) no Default or Event of Default shall exist prior to orhave occurred and be continuing, after giving pro forma effect to such Acquisition, thereafter (ii) the statement set forth in Section 3.3(b)(i) shall begin to exist; be true and (eiii) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may would be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with Article V for the most recent four quarter period for which financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect statements have been delivered pursuant to Section 5.7(a6.1(a) hereof; and or (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documentsb).

Acquisitions. No Company The Borrower shall effect an not, and shall not permit any Restricted Subsidiary to, make any Acquisition; provided that a Company may effect any Acquisition so long as: (a) in the case of an Acquisition that involves a mergerprovided, amalgamation or other combination including a Borrowerhowever, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist immediately prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Borrower or any Restricted Subsidiary may make an Acquisition so long as (i) such Acquisition shall not be opposed by the board of the directors of the Person being acquired, (ii) the Administrative Lender shall have received written notice of such Acquisition at least 15 calendar days prior to the date of consummation of such Acquisition, together with a Compliance Certificate setting forth the covenant calculations after giving effect to the proposed Acquisition, (iii) 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 (B) a copy the Administrative Lender receives within five (5) calendar days after the consummation of such Acquisition such board resolutions, officer's certificates and opinions of counsel as the quality of earnings report with respect to the target, if one was prepared Administrative Lender shall reasonably request in connection with such Acquisition, and (iiv)(A) such other information regarding the Acquisition as Consideration for such Acquisition consists entirely of Stock Acquisition Consideration or (B) if the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than TwentyAcquisition Consideration for such Acquisition includes Non-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage RatioStock Acquisition Consideration, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant was less than 4.00 to Section 5.7(a) hereof; and (i) on or prior 1 and the Fixed Charge Coverage Ratio was greater than 1.50 to 1 for the closing date for two consecutive Fiscal Quarters immediately preceding such proposed Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents."

Acquisitions. No Company shall effect an Acquisition; provided provided, however, that a Company Credit Party may effect any an Acquisition with the prior written consent of the Required Lenders or so long as: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar or related to the lines of business that of the CompaniesCredit 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, (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 entity; (e) no Default or Event of Default shall exist prior to or, or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (ef) 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; (fg) for Acquisitions the consideration Borrower shall have Liquidity of which is in excess of Twenty no less than Ten Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i10,000,000) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratioaggregate amount of Consideration paid for any such Acquisition (or related series of Acquisitions) would not exceed Sixty-Five Million Dollars ($65,000,000); (i) the aggregate Consideration (exclusive of the issuance of equity) paid for all Acquisitions for all Companies, both prior to and after giving pro forma effect to such Acquisitionduring the Commitment Period, is less than one quarter would not exceed Seventy-Five Million Dollars (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof$75,000,000); and (ij) on or prior to the closing date aggregate Consideration paid for such Acquisitionall Acquisitions for all Companies, during the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the BorrowersCommitment Period, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts would not exceed One Hundred Fifty Million Dollars (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents$150,000,000).

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect Borrower will not, and will not permit any Acquisition so long as: (a) in the case of an Acquisition that involves a mergerits Subsidiaries to, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), make any Acquisitions unless (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist immediately prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, (ii) such Acquisition shall not be opposed by the board of directors of the Person being acquired, (iii) the Banks shall have received written notice thereof at least 20 Business Days prior to the date of such Acquisition, together with a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that Borrower projects to be eliminated by such proposed Acquisition, (iv) the assets, property or business acquired shall be primarily in the business described in Section 5.14, (v) if such Acquisition results in a Material Subsidiary, (a) such Material Subsidiary shall execute a Guaranty Agreement, (b) 100% of such Material Subsidiary's Capital Stock shall be pledged pursuant to a Pledge Agreement to secure the Obligations, and (Bc) a copy the Agent on behalf of the quality Banks shall receive such board resolutions, officer's certificates and opinions of earnings report with respect to counsel as the target, if one was prepared Agent shall reasonably request in connection with such Acquisition, ; and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (gvi) the Liquidity Amount shall be no less than Twenty-Five Million Dollars aggregate Acquisition Consideration for all Acquisitions during ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (ha) the Leverage Ratio1998 Fiscal Year shall not exceed $30,000,000 and (b) during each Fiscal Year thereafter shall not exceed the sum of (1) $30,000,000, both prior to and after giving pro forma effect to such Acquisition, plus (if Net Income is greater than zero) or minus (if Net Income is less than one quarter zero) (0.252) turn below 50% of Net Income for the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documentsimmediately preceding Fiscal Year.

Acquisitions. No Company Make any Acquisition, except that the Borrowers shall effect an Acquisition; provided that a Company may effect any Acquisition so long as:be permitted to make Acquisitions which meet the following criteria (collectively, "PERMITTED ACQUISITIONS"): (a) each such Acquisition shall have been approved by the board of directors (and, if required under applicable law, the equityholders) of the entity to be acquired; and the entity to be acquired is engaged in, or the assets or business to be acquired relate to, the same line of business as the Borrowers (i.e., building products distribution); (b) if the aggregate purchase price (including cash and non-cash consideration and all potential payments in respect of Earn-Out Obligations as estimated by the case Borrowers to the reasonable satisfaction of an the Agent) for any single Acquisition that involves a mergeris less than $5,000,000, amalgamation the Borrowers and their Subsidiaries (including the entity to be acquired) shall have pro forma Collateral Availability after giving effect to such Acquisition of not less than $25,000,000; (c) if the aggregate purchase price (including cash and non-cash consideration and all potential payments in respect of Earn-Out Obligations as estimated by the Borrowers to the reasonable satisfaction of the Agent) for any single Acquisition equals or exceeds $5,000,000, the Borrowers and their Subsidiaries (including the entity to be acquired) shall have pro forma Collateral Availability after giving effect to such Acquisition of not less than $35,000,000 (PROVIDED that, for purposes of determining compliance with such pro forma Collateral Availability, the valuation of Accounts and inventory of the entity to be acquired shall be based on audited financial statements or other combination including financial information reasonably satisfactory to the Agent and shall be subject to such pro forma adjustments as the Agent shall deem reasonably necessary) and a pro forma Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 (PROVIDED that, for purposes of determining compliance with such pro forma Fixed Charge Coverage Ratio, (i) the actual EBITDA of the acquired entity for the most recently ended twelve month period, based on audited financial statements or other financial information satisfactory to the Agent, 58 HUTTIG CREDIT AGREEMENT shall be included and (ii) such ratio shall be subject to such other pro forma adjustments as the Agent shall deem reasonably necessary); (d) in connection with each Acquisition, the Borrowers shall submit to the Agent, at least seven (7) Banking Days prior to the closing of such Acquisition a certificate of the chief financial officer of Huttig which shall include the following: (i) reasonably detailed calculations demonstrating compliance with the required pro forma Collateral Availability or Fixed Charge Coverage Ratio (as applicable) under clauses (b) or (c) above; and (ii) a representation and warranty as to compliance with the requirement set forth in clause (f) below; (e) no Default or Event of Default shall have occurred and be continuing under the Facility Documents immediately prior to and after giving effect to the proposed Acquisition; (f) the Borrowers and their Subsidiaries, immediately prior to and after giving effect to any proposed Acquisition, shall be in compliance with all terms and provisions of the Facility Documents, including, without limitation, the covenants set forth in Article 8; (g) each business acquired shall be organized under the laws of the United States and have its chief executive office and principal place of business within the United States; and (h) if the Acquisition is structured as a merger involving any Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition corporation. PROVIDED, HOWEVER, that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party the Borrowers and their Subsidiaries shall be not consummate from and after the surviving entitydate hereof, Acquisitions with an aggregate purchase price in excess of $15,000,000 without the prior written consent of the Agent and the Lenders and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (cx) the Accounts and inventory of any business to acquired by any Borrower or Subsidiary shall not be acquired shall be similar or related to included in the lines Borrowing Base unless such Accounts and inventory, respectively, satisfy all criteria set forth in the definitions of business of the Companies; (d) no Default or Event of Default shall exist prior to orEligible Accounts and Eligible Inventory, after giving pro forma effect to such Acquisitionrespectively, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition 1.01 and (By) a copy if the aggregate amount of the quality Accounts and inventory of earnings report with respect to any business acquired by any Borrower or Subsidiary generates more than $5,000,000 of Collateral Availability, such Accounts and inventory shall not be included in the target, if one was prepared in connection with such AcquisitionBorrowing Base until the Agent shall have conducted, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratiosatisfied with, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate a new field audit examination of the Borrowerstype described in Section 6.11, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation including a review of such Acquisition, along with executed copies of the Acquisition documentsAccounts and inventory.

Acquisitions. No Company The Borrower shall effect not, nor shall it permit any Restricted Subsidiary to, make an Acquisition; provided that Acquisition in a Company may effect any Acquisition so long astransaction or related series of transactions unless: (a) in the case no Event of an Acquisition that involves a merger, amalgamation Default shall have occurred or other combination including a Borrower, be continuing or would result from such Borrower shall be the surviving entity;Acquisition, (b) such Acquisition is substantially related to the business of the Borrower and its Restricted Subsidiaries individually or in the case aggregate and is not hostile, (c) if after giving pro-forma effect to such Acquisition as of an the beginning of the period of four fiscal quarters most recently ended for which quarterly financial statements are available, such Acquisition that involves a mergerwould 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, amalgamation or other combination including a Credit Party the total consideration for such Acquisition (other than a 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 less than 2.00 to 1.00, then (i) a Credit Party shall Revolving Availability would be the surviving entityequal to or greater than $25,000,000.00, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro pro-forma effect to such AcquisitionAcquisition as of the beginning of the period of four fiscal quarters most recently ended for which quarterly financial statements are available, thereafter shall begin such Acquisition would cause the Total Leverage Ratio for such four fiscal quarter period to exist;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 cash or in Equity Interests of the Borrower or assumed in liabilities by the purchaser(s)) to exceed $15,000,000.00 in the aggregate plus the Equity Available Amount, and (e) such Acquisition the Total Commitment is not actively opposed by the board of directors (equal to or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents150,000,000.

Acquisitions. No Company The Borrower shall effect an Acquisitionnot, and shall not permit any of its Subsidiaries to, make any Acquisitions; provided that a Company may effect any Acquisition so long as: provided, however, if (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist immediately prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default and (Bb) a copy of the quality of earnings report with respect immediately after giving effect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding proposed transaction the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount Revolver Availability shall be no less than Twenty-Five Million Dollars (i) $25,000,00040,000,000 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 or any of its Subsidiaries 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) the Lenders shall have received written notice thereof at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Agent 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 pro forma effect to such the proposed Acquisition; , (hiv) the Leverage Ratioassets, both prior to property or business acquired shall be in the business described in Section 4.1(d) hereof and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate for the benefit of the Borrowers, in form and substance reasonably satisfactory Lenders shall have a first priority Lien (subject to the Administrative Agent, certifying that Intercreditor Agreement) in substantially all of such assets (or, if less than substantially all of such assets, such assets required by the requirements set forth Determining Lenders to be pledged), except for Permitted Liens, (v) if such Acquisition results in subparts a Domestic Subsidiary, (aA) through such Subsidiary shall execute a Subsidiary Guaranty of the Obligations and Collateral Documents granting a first priority Lien (h) above have been satisfied or will be satisfied on or prior subject to the consummation Intercreditor Agreement) in substantially all of such Acquisitionassets (or, along with executed copies if less than substantially all of such assets, all assets required by 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 documentsresults 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." (k) The Compliance Certificate is hereby amended to be in the form of Exhibit D attached to this Second Amendment.

Acquisitions. No Without the consent of each Lender the Company shall effect will not, and will not permit its Subsidiaries to, acquire all or substantially all of the assets or capital stock of another Person (as used in this Section 7.6, an "Acquisition; provided that a Company may effect any ") other than the Lavalife Acquisition so long as:and the My Choice Medical 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 case Company and its Subsidiaries shall not exceed $25,000,000 for any single such Acquisition or related series of an Acquisitions other than the Lavalife Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be and the surviving entityMy 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 case of an Acquisition that involves a mergerCompany and its Subsidiaries for all Acquisitions during any fiscal year (commencing with its fiscal year ending June 30, amalgamation or other combination including a Credit Party (other than a Borrower), (i2006) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entitynot exceed $50,000,000; (c) the business to be acquired shall be similar or related to the lines board of business directors of the Companiestarget 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) no Default or Event of Default the Company shall exist prior to or, after giving have provided each Lender with such historical and pro forma effect financial information with respect to such Acquisition, thereafter Acquisition as any Lender (through the Agent) shall begin to existreasonably request; (e) after giving effect to such Acquisition is not actively opposed by the board of directors (or similar governing body) Company shall be in pro forma compliance with all of the selling Persons or the Persons whose equity interests are to be acquiredfinancial covenants contained in Section 7 hereof; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed such Acquisition and (B) for a copy period of 90 days thereafter there shall be Unused Availability hereunder in a minimum equal to 20% of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request;Total Commitment; and (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers Default shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form occurred and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied be continuing or will be satisfied on or prior to the consummation would occur as a result of such Acquisition, along with executed copies of the Acquisition documents.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect Consummate any Acquisition so long aswithout 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 case Closing Date not to exceed $30,000,000 minus the aggregate amount of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be Investments made from and after the surviving entityClosing Date pursuant to Section 10.2.4(k) to the extent outstanding; (b) in any Acquisition to the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party extent not permitted under clause (a) above (other than a Borrower), with respect to an Excluded Subsidiary) so long such Acquisition satisfies the following conditions precedent: (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both immediately before and immediately after giving effect to any Acquisition, either: (1) (x) the proposed Acquisition and (B) a copy Total Leverage Ratio as of the quality last day of earnings report with respect to the targetmost recently ended period of four consecutive fiscal quarters for which financial statements are available, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving on a pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after basis giving pro forma effect to such Acquisition, is less than one quarter (0.25y) turn below the Total Leverage Ratio requirement then as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are 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) all applicable requirements of Sections 10.1.3(b) and 10.1.12 shall have been satisfied; (iii) Agent shall have received such other documents as may be reasonably requested by the Agent in effect pursuant 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 Agreement”), relating to Section 5.7(a) hereofthe Acquisition; and (iv) Agent shall have received copies of the 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 closing date for such Acquisition, the Borrowers Second Amendment Effective Date. Obligors shall have delivered deliver (or cause to the Administrative be delivered) to Collateral Agent an officer’s certificate of the Borrowers, in form and substance evidence reasonably satisfactory to the Administrative Agent, certifying Required Lenders that all of consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the requirements set forth in subparts (a) through (h) above applicable Acquisition shall have been satisfied or will be satisfied on or prior to obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the consummation imposition of such Acquisition, along with executed copies of the Acquisition documentsany burdensome conditions.

Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect any Acquisition so long as: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group Companies accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Seven Million Five Million Hundred Thousand Dollars ($25,000,0007,500,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents.

Acquisitions. No Company shall effect an Consummate any Acquisition; provided that a Company may effect any Acquisition so long as: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), unless (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business Person to be (or whose assets are to be) acquired shall be similar does not oppose such Acquisition and the line or related to the lines of business of the Companies; Person to be acquired are Permitted Lines of Business, (dii) no Default or Event of Default shall exist have occurred and be continuing either immediately prior to or, or immediately after giving pro forma effect to such AcquisitionAcquisition and, thereafter shall begin to exist; (e) such if the Cost of 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000)50,000,000, the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies 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 documentsand (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; and (iii) there shall be at least $25,000,000 of Available Liquidity, both immediately prior to and immediately after giving effect to such Acquisition; provided that, with respect to the 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) the fiscal quarter during which such Acquisition is or would be consummated either (A) is going to be a Trigger Quarter based on such pro forma projections (in which case such fiscal quarter shall be deemed to be a Trigger Quarter) so long as the second proviso to Section 7.12(b) does not apply or (B) falls within an Acquisition Compliance Period.

Acquisitions. (i) Subject to compliance with subsection (ii) of this Section 7.6(b), (A) the Borrower and its Restricted Subsidiaries may make Acquisitions of Telecommunications Assets and Telecommunications Businesses (including swaps of Telecommunications Assets and Telecommunications Businesses), (B) the Borrower, solely through the issuance of its common stock, may make Acquisitions of or Investments in additional Subsidiaries which are engaged in a Telecommunications Business, and (C) the Borrower and its Restricted Subsidiaries may make Investments in Unrestricted Subsidiaries in an amount not to exceed (x) $500,000,000 plus (y) an amount equal to the cash proceeds from sales or issuances of public or private capital stock or Subordinated Debt of the Borrower plus (z) amounts Invested pursuant to clause (x) above in an Unrestricted Subsidiary, upon (A) such Unrestricted Subsidiary being subsequently designated as a Restricted Subsidiary, or (B) any such Investment being subsequently returned to the Borrower by such Unrestricted Subsidiary. (ii) No Company shall effect an Acquisition; provided that a Company Acquisitions or Investments otherwise permitted under Section 7.6(b) hereof may effect any Acquisition so long asbe consummated unless: (aA) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be have demonstrated through revised projections assuming the surviving entity; (b) in consummation of the case of an Acquisition that involves a mergeror Investment its pro forma compliance with Sections 7.8, amalgamation or other combination including a Credit Party (other than a Borrower)7.9, (i) a Credit Party shall be the surviving entity7.10, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or7.11 hereof, after giving pro forma effect to such AcquisitionAcquisition or Investment, thereafter shall begin to exist; (e) such Acquisition is not actively opposed by as the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000)case may be, the Borrowers and shall have provided certified to the Administrative Agent and the Lenders (i) at least ten (10) days prior to that such Acquisition (or such shorter time Investment, as the case may be agreed to by the Administrative Agent in its reasonable discretion)be, (A) historical financial statements of the target entity and shall not have a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and Materially Adverse Effect; (B) a copy of the quality of earnings report with respect to any Acquisition or Investment of more than $10,000,000, the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as Borrower shall provide the Administrative Agent and the Lenders with notice thereof, not less than thirty (30) days prior to the proposed closing thereof, and with copies of all material information pertaining to such Acquisition or Investment, as the case may reasonably requestbe, and a certificate signed by the chief financial officer of the Borrower, certifying the Borrower's pro forma compliance with the covenants listed in item (A) of this subsection, together with any calculations necessary to demonstrate such compliance; (gC) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then Section 5.13 of this Agreement has been complied with except for Investments in effect pursuant to Section 5.7(a) hereofUnrestricted Subsidiaries; and (iD) on Any swap of Telecommunications Assets or prior to Telecommunications Businesses must be exchanged for fair market value, as determined by the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate board of directors of the Borrowers, in form and substance reasonably satisfactory to Borrower or the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of applicable Restricted Subsidiary making such Acquisition, along with executed copies of the Acquisition documentsexchange.

Acquisitions. No The Company shall effect not, nor shall it permit any Subsidiary to, make an AcquisitionAcquisition in a transaction or related series of transactions; provided that a Company that, an Acquisition may effect any Acquisition be made so long as: : (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), exists both before and after giving effect to such Acquisition; (b) such Acquisition is substantially related to the proposed Acquisition and (B) a copy business of the quality of earnings report with respect to the targetCompany and its Subsidiaries, if one was prepared in connection with such Acquisitiontaken as a whole, and is not hostile; (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000c) both prior to before and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, the pro forma Fixed Charge Coverage Ratio calculated as of the fiscal quarter ending immediately prior to effective date of such Acquisition and as of the effective date of the Acquisition) is not less than one 1.10 to 1.00; (d) unless otherwise consented to by the US Administrative Agent in its sole discretion, the target business’ or Person’s EBITDA for the four fiscal quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or period ending immediately prior to the closing date for of such Acquisition is equal to or greater than a negative $10,000,000; and (e) if, before or after giving effect to such Acquisition, the Borrowers shall have delivered to total consideration for Acquisitions (whether paid in cash or assumed in liabilities by the Administrative Agent an officer’s certificate purchaser(s) but excluding any consideration constituting Equity Interests of the Borrowersapplicable Borrower) completed in any calendar year exceeds $5,000,000, in form and substance reasonably satisfactory then (i) before giving effect to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies Excess Availability Amount must be greater than $50,000,000 and (ii) after giving effect to such Acquisition, Liquidity must be greater than $35,000,000. For purposes of this Section 6.4, “Liquidity” means the sum of (x) Excess Availability Amount calculated after pro forma adjustments have been made to the US Borrowing Base resulting from the addition of Eligible Accounts acquired under such Acquisition for which a field audit acceptable to the US Administrative Agent has been delivered, and (y) the amount of unrestricted cash and Liquid Investments of the Acquisition documentsUS Borrower and its Domestic Subsidiaries that is in deposit accounts or in securities accounts, or any combination thereof, and which such deposit account or securities account is the subject of a Control Agreement (or such other action necessary under law to perfect the US Administrative Agent’s Lien therein has been taken with respect thereto) and is maintained by a branch office of a bank or securities intermediary located within the United States.

Acquisitions. No Company shall effect an Acquisition; provided provided, however, that a any Company may effect any an Acquisition so long as: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companiesany Company; (d) no Default or Event of Default shall exist prior to or, or after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) in the case of an Acquisition in which the aggregate Consideration to be paid shall be greater than Five Million Dollars ($5,000,000) and such Acquisition is does not actively opposed by meet the board of directors requirements set forth in either subsection (f) or similar governing body(g) below, TCC shall have provided to Agent and the Lenders, at least twenty (20) days prior to such Acquisition, historical financial statements of the selling Persons or the Persons whose equity interests are to be acquiredtarget entity; (f) if, at the time of such Acquisition, (i) the Leverage Ratio (after giving effect to Funded Indebtedness resulting from such Acquisition) shall be less than 2.00 to 1.00 and (ii)(A) the aggregate Consideration to be paid for Acquisitions the consideration of which is in excess of such Acquisition 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 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), the Borrowers then TCC shall have provided to (1) received the Administrative prior written consent of Agent and the Required Lenders and (i2) provided to Agent and the Lenders, at least ten twenty (1020) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion)Acquisition, (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer of TCC showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and Acquisition; and (Bg) a copy if, at the time of such Acquisition, (i) the quality of earnings report with respect Leverage Ratio (after giving effect to the target, if one was prepared Funded Indebtedness incurred in connection with such Acquisition, ) shall be greater than or equal to 2.00 to 1.00 and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (gA) the Liquidity Amount aggregate Consideration to be paid for such Acquisition shall be no less equal to or greater than Twenty-Five Fifteen Million Dollars ($25,000,00015,000,000) both 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 after giving pro forma effect the Required Lenders and (2) provided to such Acquisition; Agent and the Lenders, at least twenty (h20) the Leverage Ratio, both days prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below historical financial statements of the Leverage Ratio requirement then in 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 pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such proposed Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents.

Acquisitions. No Company Borrower nor any Subsidiary of a Borrower shall effect make an Acquisition; provided that a Company may effect Acquisition or enter into any Acquisition agreement with respect thereto, except Acquisitions of Persons in businesses similar to those described in the 2009 Form 10-K so long asas each of the following conditions are satisfied: (a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, such Borrower Agent shall be the surviving entitygiven at least thirty (30) days advance written notice of any such Acquisition with a purchase price in excess of Five Million and 00/100 Dollars ($5,000,000.00); (b) in the case of an Agent and the Banks shall have received all documentation with respect to such Acquisition that involves a mergerincluding, amalgamation but not limited to, the purchase agreement and all related documentation and approvals as requested by the Agent or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entityany Bank; (c) if requested by the business to be acquired Agent or any Bank, the Loan Parties shall be similar or related deliver to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion)Banks, (A) historical pro forma financial statements of the target entity Loan Parties and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and their Subsidiaries after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (hd) immediately before and after the closing and funding of such Acquisition, (i) the amount available under the Revolving Credit Facility Commitment shall be greater than or equal to Ten Million and 00/100 Dollars ($10,000,000.00) and (ii) the pro-forma Leverage Ratio, both prior to and Ratio after giving pro forma effect to such Acquisition, is Acquisition shall be less than one quarter 2.25 to 1 for the four (0.254) turn below consecutive Fiscal Quarters most recently ended before the Leverage Ratio requirement then in effect pursuant effective date of the Acquisition; (e) no Event of Default or Potential Default shall exist prior to Section 5.7(a) hereofsuch Acquisition and no Event of Default or Potential Default shall occur or exist as a result of such Acquisition; and (f) the aggregate purchase price of all such Acquisitions shall not exceed (i) on or prior One Hundred Fifty Percent (150%) of the pro forma EBITDA of the Borrowers and their Subsidiaries, after giving effect to the closing date for such Acquisition, for the Borrowers shall have delivered to twelve (12) month period ending on the Administrative Agent an officer’s certificate last day of the Borrowers, in form and substance reasonably satisfactory to month immediately preceding the Administrative Agent, certifying that all effective date of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies such calculation of the Acquisition documentspro forma EBITDA to be acceptable to Agent.

Acquisitions. No Without the prior written consent of the Required Holders, no Company shall effect an Acquisition; provided that Acquisition except the Issuer or a Company Subsidiary Guarantor may effect any an Acquisition so long as: as (a) in the case of an Acquisition that involves a merger, amalgamation Issuer or other combination including a Borrower, such Borrower shall be Subsidiary Guarantor is the surviving entity; ; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party shall be the surviving entity, and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be is similar or related to the lines of 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 shall exist exists and the Companies are in full compliance with the Transaction Documents in each case both prior to orand subsequent to the transaction; (e) 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 been delivered to the holders of the Notes pursuant to Section 7.1(a) or (b) (whichever was most recently delivered to the holders), after giving pro forma effect the Issuer shall provide to the holders of the Notes, at least 30 days prior to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group Companies accompanied by a certificate of a Financial Officer showing pro forma of the Issuer which shows compliance with the financial covenants set forth requirements in this Section 5.7 hereof)10.7, (f) 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 (g) the pro forma Leverage Ratio before and immediately after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter 2.75 to 1.00. For purposes of this Section 10.7, “liquidity” shall mean, as of any date of determination, all unrestricted cash of the Issuer and the Subsidiary Guarantors plus the aggregate unused amount of the “Revolving Credit Commitment” as defined in the Credit Agreement (0.25) turn below but not in excess of the maximum amount that could be borrowed by the Issuer without exceeding the then applicable maximum Leverage Ratio requirement then in effect pursuant to Section 5.7(a10.1(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition, along with executed copies of the Acquisition documents).

Acquisitions. No Company The Borrower shall effect an Acquisition; provided that a Company may effect not, and shall not permit any Acquisition so long as: of its Restricted Subsidiaries to, 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 case Intercompany Line of an Acquisition that involves a mergerCredit and all the capital stock of, amalgamation or other combination including a Borrowerequity interest in, such Borrower 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 the surviving entity; pledged pursuant to a Pledge Agreement; or (b) in the case Acquisition of an Acquisition that involves a mergerForeign Subsidiary, amalgamation or other combination including a Credit Party (other than a Borrower), unless (i) a Credit Party shall be the surviving entity, and Acquisition is set forth on SCHEDULE 11 hereto or (ii) if at least one 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 Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business capital stock of such Foreign Subsidiary necessary to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to cause the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and have a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with such Acquisitionsecurity interest in, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratiopledge of, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereof; and (i) on or prior to the closing date for such Acquisition, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation any case not more than 66% of such Acquisition, along with executed copies all of the Acquisition documentscapital stock of, or other equity interest in, such Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement.

Acquisitions. No Company The Borrower shall effect an Acquisition; provided that a Company may effect not, and shall not permit any Acquisition so long as: of its Restricted Subsidiaries to, 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 case Intercompany Line of an Acquisition that involves a mergerCredit and all the capital stock of, amalgamation or other combination including a Borrowerequity interest in, such Borrower shall be the surviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party Restricted Subsidiary (other than a Borrower)CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any, (iother than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) a Credit Party shall be the surviving entitypledged pursuant to a Pledge Agreement, and or (ii) if at least one of the Credit Parties is a Domestic Credit Partyduring any fiscal year thereafter, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), unless (A) historical financial statements the Acquisition is set forth on SCHEDULE 14 hereto or (B)(1) the Acquisition is of a Restricted Subsidiary or of the target entity and assets of a pro forma financial statement 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 Universal Group accompanied by a certificate end of a Financial Officer showing pro forma compliance 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 financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy of the quality of earnings report with respect to the target, if one was prepared in connection with Consideration given for all other such Acquisition, and (ii) Acquisitions during such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisitionfiscal year, is less than one quarter (0.25y) turn below $125,000,000 or (z) $200,000,000 if the Leverage Ratio requirement then in effect 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 Section 5.7(aa Pledge Agreement; or (b) hereof; and 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 prior (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 closing date for extent such AcquisitionForeign Subsidiary is not a Subsidiary of a Foreign Subsidiary, an amount of the Borrowers shall have delivered capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent an officer’s certificate of the Borrowersto have a security interest in, in form and substance reasonably satisfactory to the Administrative Agentpledge of, certifying that all of the requirements set forth capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in subparts 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 (aii) through any fiscal year thereafter, unless (hA) above have been satisfied 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 will be satisfied on (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 prior series of related Acquisitions does not exceed $30,000,000 and (C) to the consummation extent such Foreign Subsidiary is not a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such AcquisitionForeign Subsidiary necessary to cause the Administrative Agent to have a security interest in, along with executed copies and pledge of, all of the Acquisition documentscapital 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. (mm) SECTION 7.9 of the Credit Agreement is hereby amended in its entirety to read as follows:

Acquisitions. No Borrowers shall not, and shall not permit any Restricted Subsidiaries to, acquire by purchase or otherwise all or substantially all of the business, 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 shall effect an Acquisitionand its Restricted Subsidiaries may make Consolidated Cash Capital Expenditures permitted under subsection 6.6C; (ii) Telecommunications Acquisitions; provided that a Company may effect any Acquisition so long as: (a) in prior to the case of an Acquisition that involves a mergerdate the Liquidity Requirement is met, amalgamation or other combination including a Borrowerthe aggregate cumulative Cash consideration for all such acquisitions shall not exceed $10,000,000 per Fiscal Year, such Borrower shall be the surviving entity; (b) in from and after the case of an Acquisition that involves a mergerdate the Liquidity Requirement is met, amalgamation or other combination including a Credit Party (other than a Borrower), (i) a Credit Party the aggregate Cash consideration for all such acquisitions shall be the surviving entity, not exceed $30,000,000 per Fiscal Year and (ii) if at least one of the Credit Parties is a Domestic Credit Party, a Domestic Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related at least five Business Days prior to the lines of business date of the Companies; consummation of such acquisition, Company shall deliver to the Lenders and Administrative Agent (d1) no Default or Event of Default shall exist prior 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, after if negative, is not negative in an amount greater than $1,000,000 and (2) projected financial statements for Company and its Restricted Subsidiaries on a consolidated basis through the Maturity Date giving pro forma effect to such Acquisition, thereafter shall begin to exist; (e) 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; (f) for Acquisitions the consideration of which is in excess of Twenty Million Dollars ($20,000,000), the acquisition demonstrating that Borrowers shall have provided to the Administrative Agent and the Lenders (i) at least ten (10) days prior to such Acquisition (or such shorter time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) historical financial statements of the target entity and a pro forma financial statement of the Universal Group accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), both before and after giving effect to the proposed Acquisition and (B) a copy all of the quality of earnings report with respect to covenants contained in this Agreement through the target, if one was prepared in connection with such Acquisition, and (ii) such other information regarding the Acquisition as the Administrative Agent and the Lenders may reasonably request; (g) the Liquidity Amount shall be no less than Twenty-Five Million Dollars ($25,000,000) both prior to and after giving pro forma effect to such Acquisition; (h) the Leverage Ratio, both prior to and after giving pro forma effect to such Acquisition, is less than one quarter (0.25) turn below the Leverage Ratio requirement then in effect pursuant to Section 5.7(a) hereofMaturity Date; and (iiii) on or prior Telecommunications Acquisitions for which the consideration is common stock of the Company. In the event Borrowers desire to obtain the closing date for such Acquisitionconsent of Requisite Lenders to any acquisition not otherwise permitted under this subsection 6.9, the Borrowers Company shall have delivered to the notify Administrative Agent. Administrative Agent shall notify Lenders as soon as practicable following receipt of a request for consent to an officer’s certificate of the Borrowers, acquisition from Company and shall cooperate with Company in form and substance reasonably satisfactory seeking to the Administrative Agent, certifying that all of the requirements set forth in subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation obtain Requisite Lenders' approval of such Acquisition, along with executed copies request within a commercially reasonable time period taking into account all relevant factors at the time of the Acquisition documentssuch request.