Common use of Acquisitions Clause in Contracts

Acquisitions. 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 as 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 applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) 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, after giving effect to such Acquisition, is less than 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.

Acquisitions. 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 as 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 applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) 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 Senior Leverage Ratio, after giving effect to such Acquisition, is less than 3.50 2.50 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B issuance of equity to the Credit Agreement is hereby amended Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to be identical 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 Exhibit B attached heretothe consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition).

Acquisitions. The 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, 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 will notshall 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 any Acquisition after the Amendment Date in which cash in excess of $2,000,000 is given as consideration (whether in whole or in part), the Borrower shall have furnished to the Administrative Agent the Acquisition Compliance Information, 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 i) 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 applicable Loan Party 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 surviving entity)Cost of Acquisition shall not exceed, satisfying the following criteria: on an aggregate and cumulative basis for all Acquisitions consummated during such Pro Forma Consolidated Leverage Ratio level, an amount equal to (ax) $25,000,000 plus (y) 50% of any Acquisition 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 require not exceed $25,000,000); provided that any Acquisition made pursuant to clause (i) above shall not constitute usage of the acquisition of all 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 not less than allor equal to 4.00 to 1.00, and any Acquisition made pursuant to clause (ii) above shall not constitute usage of the Equity Interests 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 any Acquisition after the Amendment Date in which consideration other then cash is given and the Cost of Acquisition is in excess of $50,000,000, the Borrower shall have furnished to the applicable Person; Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed Four-Quarter Period, giving effect to such Acquisition, and (ii) a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements 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 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)); (e) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected either immediately prior to result from such Acquisition; (c) 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, or immediately after giving effect to such Acquisition; (f) the Person acquired shall be a wholly-owned Restricted Subsidiary, is less than 3.50 to 1.00or be merged with or into a Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the aggregate acquiror shall be a Restricted Subsidiary); and (g) upon consummation of all consideration the Acquisition each Subsidiary shall have complied with the provisions of Section 7.12, including with respect to any new assets (including any Subordinated Debt and any equity considerationreal property) paid in connection with Acquisitions (after giving effect to such Acquisition) during the twelve month period following the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoacquired.

Acquisitions. The Borrower will notNo Credit Party shall, and will not nor shall it permit any other Loan Party of its Subsidiaries to, enter into any Acquisition other than make an Acquisition (which may be way in a single transaction or related series of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriatransactions other than: (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in mergers, amalgamations and to the applicable Personconsolidations permitted by Section 6.7(a); (b) no Default or Event of Default shall have occurred and be continuing or, the Closing Date Acquisition on a pro forma basis, would reasonably be expected to result from such Acquisitionthe terms set forth in the Closing Date Acquisition Agreement; (c) an Acquisition that meets each of the Borrower can demonstrate, on a pro forma basis, following conditions: (i) no Default exists both before and after giving effect to such Acquisition that Acquisition; (xii) there is at least ten percent (10%) availability for Loan Borrowings hereunder both before and (y) unless the Leverage Ratio, after giving effect to such Acquisition, Liquidity is greater than or equal to $15,000,000; (iii) 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 Credit Party shall have provided not less than 3.50 15 days’ (or such shorter time period as consented to 1.00by the Administrative Agent in its 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 aggregate Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Subsidiary of all 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) no more than 65% of the total consideration for such Acquisition will be funded with Revolving Advances or (including any Subordinated Debt and any equity considerationB) paid in connection with Acquisitions (after giving effect to such Acquisition) during , the twelve month period following the end of the fiscal quarter in which Borrower’s pro forma Leverage Ratio is less than or equal to the Leverage Ratio exceeds 3.50 then required pursuant to 1.00 shall be less than $70,000,000; and (d) Section 6.16 minus 0.25, and the Borrower shall have has delivered (or caused to be delivered) to the Administrative Agent a Compliance Certificate evidencing such other documents as may be reasonably requested pro forma compliance duly executed by a Responsible Officer of the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoBorrower.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of 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 not exceed $100,000,000; (ii) both immediately prior to and after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or(and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period); (ciii) each assignment or transfer of control of Broadcast Licenses to the Borrower can demonstrateor any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, on a pro forma basis, after giving effect to if the aggregate consideration for such Acquisition that and all Acquisitions permitted under this clause (xe) there and consummated after the Fourth Restatement Effective Date which have not been approved by a Final FCC Order is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, after giving effect equal to such Acquisition, is or less than 3.50 to 1.00$50,000,000 in the aggregate; or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the aggregate Administrative Agent shall have received an opinion of all consideration FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (including any Subordinated Debt 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 any equity considerationthat such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) paid in connection with Acquisitions 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 (after giving effect to borrowings and prepayments hereunder to be made on such Acquisition) during date and calculated on a pro forma basis as if such Acquisition had been consummated on the twelve month period following the end first day of the period of four fiscal quarter quarters of the Borrower ending on or most recently ended prior to such date) in which reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (vi) if the Leverage Ratio exceeds 3.50 Aggregate Consideration for such Acquisition is equal to 1.00 shall be less or greater than $70,000,000; and 15,000,000, no later than the date falling ten Business Days (dor such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; and (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; and (f) the acquisition of property in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoany exchanges permitted under Section 7.05.

Acquisitions. The Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, enter into any Acquisition other than an Acquisition transaction, except that the Borrower and any Subsidiary may (which may be way i) acquire all or a material portion of the assets of a merger with Person and into (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 Borrower Person being acquired (or another Loan Party so long whose assets are being acquired) is in the same general type of business as the Borrower (or complementary thereto); (B) the applicable Loan Party aggregate cash consideration (exclusive of all Debt of such Person being acquired that is not discharged by the surviving entity)seller at the time of such Acquisition, satisfying all Debt as to which the following criteria:Borrower takes subject, and all other liabilities (including contingent earn-out payments) paid or to be paid by the Borrower or (a1) any 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 three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 on the date of Equity Interests 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 require not exceed 52%) and (2) the acquisition of all (but not less Pro Forma Total Consolidated Debt to Consolidated EBITDA Ratio shall be at least 0.5 lower than all) the maximum ratio of the Equity Interests in Total Consolidated Debt to Consolidated EBITDA required by Section 6.11 on the date of the proposed Acquisition (e.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 the applicable Person; Consolidated EBITDA Ratio shall not exceed 3.0 to 1); (bE) no Default or Event of Default shall have has occurred or will occur as a result of the Acquisition of such Person; and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (cF) the Borrower can demonstrateshall 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), on a (B), (C), (D) and (E) of this Section 6.15(b) and includes both pro forma basis, after giving effect 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 such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, including 6.13 immediately prior to and after giving effect to such Acquisition, is less than 3.50 to 1.00, and 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower Bank shall have delivered (or caused to be delivered) accepted as correct prior to the Administrative Agent consummation of such other documents as may be reasonably requested by Acquisition such certificate and the Administrative Agent calculations and assumptions contained therein and in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretofinancial statements included therewith.

Acquisitions. The Without the prior written consent of Agents and the Majority Banks, Borrower will not, and will its Subsidiaries shall not consummate or permit any other Loan Party toSubsidiary of Borrower to consummate any Acquisition, enter into any 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 other than may consummate an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying all of the following criteriaconditions are met: (a) in the case of any Acquisition of Equity Interests shall require a Person for Consideration in excess of Ten Million Dollars ($10,000,000), the acquisition aggregate principal amount of all (but not Loans outstanding hereunder, both prior to and immediately after such Acquisition, is less than all) of the Equity Interests in and or equal to the applicable PersonOne Hundred Twenty Million Dollars ($120,000,000); (b) no Default Borrower, such Guarantor of Payment or Event of Default shall have occurred and be continuing orsuch Subsidiary, on a pro forma basisas applicable, would reasonably be expected to result from such Acquisitionis the surviving entity; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect Companies are in full compliance with the Loan Documents both prior to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless subsequent to the Leverage Ratio, after giving effect to such Acquisition, is less than 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000transaction; and (d) the Borrower shall have delivered provide to Agents and the 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 ($5,000,000), historical financial statements of the target entity and a pro forma financial statement of Borrower and its Subsidiaries accompanied by a certificate of a Financial Officer of Borrower showing pro forma compliance with Section 5.7 hereof, both before and after the proposed Acquisition. Anything herein to the contrary notwithstanding, if (i) at the time of Borrower's consideration of a proposed Acquisition, the Loans outstanding are in excess of One Hundred Million Dollars ($100,000,000) or caused (ii) the Loans outstanding are projected to be deliveredor will be in excess of One Hundred Million Dollars ($100,000,000) to upon the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with completion of such Acquisition, then Borrower shall calculate a Projected Leverage Ratio. Schedule 2.01 If the Projected Leverage Ratio is in excess of 5.00 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.1.00,

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into No Company shall effect an Acquisition; provided that a Company may effect any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as such Acquisition meets all of the following requirements: (i) in the case of an Acquisition that involves a merger, amalgamation or other combination including the Borrower, the Borrower or the applicable Loan Party is shall be 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 applicable Person; (bii) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than the Borrower), a Credit Party shall be the surviving entity; (iii) the business to be acquired shall be similar, or related to, or incidental or complimentary to the lines of business of the Companies; (iv) no Default or Event of Default shall have occurred and be continuing exist prior to or, on a after giving pro forma basis, would reasonably be expected effect to result from such Acquisition, thereafter shall begin to exist; (cv) such Acquisition is not actively opposed by the Borrower can demonstrateboard of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (vi) if applicable to the business to be acquired, on a then such business has Restaurant Level Profits, subject to pro forma basisadjustments reasonably acceptable to the Administrative Agent and the Required Lenders, for the most recent four quarters prior to the acquisition date for which financial statements are available, greater than $0.00; (vii) both prior to and after giving pro forma effect to such Acquisition, the Leverage Ratio would not exceed the maximum Leverage Ratio then permitted under Section 5.7(a); (viii) the aggregate Consideration (exclusive of proceeds used for such Acquisition that from (1) new issuances of equity, (2) Revolving Loans made in conjunction with an increase in the Revolving Credit Commitment pursuant to Section 2.10(b) hereof and (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) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less than 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 in which the Leverage Ratio exceeds 3.50 to 1.00 Revolving Credit Availability shall be not less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto10,000,000.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of 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 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 and after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or(and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period); (ciii) each assignment or transfer of control of Broadcast Licenses to the Borrower can demonstrateor any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, on a pro forma basis, after giving effect to if the Aggregate Consideration for such Acquisition that and all Acquisitions permitted under this clause (xe) there and consummated after the Fourth Restatement Effective Date which have not been approved by a Final FCC Order is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, after giving effect equal to such Acquisition, is or less than 3.50 to 1.00$50,000,000 in the aggregate; or (B) a Final FCC Order, in all other cases (including the exercise of the ▇▇▇▇▇▇▇▇▇▇ Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the aggregate Administrative Agent shall have received an opinion of all consideration FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (including any Subordinated Debt 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 any equity considerationthat such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) paid in connection with Acquisitions 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 (after giving effect to borrowings and prepayments hereunder to be made on such Acquisition) during date and calculated on a pro forma basis as if such Acquisition had been consummated on the twelve month period following the end first day of the period of four fiscal quarter quarters of the Borrower ending on or most recently ended prior to such date) in which reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (vi) if the Leverage Ratio exceeds 3.50 Aggregate Consideration for such Acquisition is equal to 1.00 shall be less or greater than $70,000,000; and 15,000,000, no later than the date falling ten Business Days (dor such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; and (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; and (f) the acquisition of property in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoany exchanges permitted under Section 7.05.

Acquisitions. The Borrower will not, and will not permit any of the other Loan Party to, enter into Transaction Parties to agree to or effect any Acquisition asset acquisition or stock acquisition (other than an Acquisition (which may be way the acquisition of a merger assets in the ordinary course of business consistent with and into the Borrower or another Loan Party past practices); PROVIDED, HOWEVER, that so long as 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 applicable Person; (b) no Default or Event of Default shall have has occurred and be is continuing oror would result therefrom, on a pro forma basisthe Borrower may make one or more asset or stock acquisitions in an amount not to exceed $30,000,000 in the aggregate; PROVIDED, would reasonably be expected to result from such Acquisition; HOWEVER, that (ci) the business to be acquired (the "Target") is in the same or similar lines of business as the Borrower can demonstrateand the other Transaction Parties, on a pro forma basis, (ii) after giving effect to such Permitted Acquisition, and assuming full funding of such Permitted Acquisition that on the initial Drawdown Date of the sole or initial Loan, the proceeds of which are to be used to fund all or any portion of such Permitted Acquisition, the ratio of Consolidated Funded Debt as at the most recent fiscal quarter end of the Borrower to EBITDA for the four consecutive fiscal quarters of the Borrower ending with such quarter end (as shown on a PRO FORMA basis based upon (A) the most recently delivered financial statements of the Borrower and its Subsidiaries delivered in accordance with ss.8.4 and (B) audited financial statements for such Target as at the most recent fiscal quarter end of the Borrower which are accompanied by an unqualified audited opinion letter from Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or another nationally recognized accounting firm satisfactory to the Agent and the Majority Banks or which are otherwise satisfactory to the Agent and the Majority Banks) would not exceed 3.25:1.0; and (iii) 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) there is at least ten percent (10%) availability for Loan Borrowings hereunder the financial covenants contained in ss.10 immediately prior to and, on A Pro FORma basis, immediately following such Permitted Acquisition and (y) unless on a PRO FORMA basis, the Leverage Ratiorequirement set forth in ss.9.5.2(ii); anD PROVIDED FURTHER that, after giving effect to contemporaneously with the closing of such Permitted Acquisition, the Borrower shall (i) take such action as may be necessary or advisable in the opinion of the Agent to pledge or cause to be pledged to the Agent, for the benefit of the Banks 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 less organized under the laws of a jurisdiction other than 3.50 the United States of America and the States (or the District of Columbia) thereof shall be pledged) pursuant to 1.00a pledge agreement in form and substance satisfactory to the Agent, 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 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 aggregate of all consideration (including any Subordinated Debt and any equity consideration) paid in connection Borrower shall deliver to the Agent, contemporaneously with Acquisitions (after giving effect to such Acquisition) during the twelve month period following the end delivery of the fiscal quarter 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 which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) event that the Borrower shall have delivered (or caused taken any and all action necessary to be delivered) to bring such newly acquired Subsidiary into compliance with each representation and warranty set forth herein, including in ss.7 hereof; and PROVIDED FURTHER that no change resulting from any Permitted Acquisition would have a material adverse effect on the Administrative Agent such Borrower and the other documents Transaction Parties, taken as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoa whole."

Acquisitions. The Borrower will shall not, and will not nor shall it permit any other Loan Party Restricted Subsidiary to, enter into any Acquisition other than make an Acquisition (which may be way in a transaction or related series of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriatransactions unless: (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 applicable Person; (b) no Default or Event of Default shall have occurred and or be continuing or, on a pro forma basis, or would reasonably be expected to result from such Acquisition;, (b) such Acquisition is substantially related to the business of the Borrower and its Restricted Subsidiaries individually or in the aggregate and is not hostile, (c) the Borrower can demonstrate, on a pro forma basis, if after giving pro-forma effect to such Acquisition that 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 (xcalculated with Debt outstanding as of the date such Acquisition is made and with EBITDA for such four fiscal quarter period) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less be equal to or greater than 3.50 2.00 to 1.00, the aggregate of all total consideration for such Acquisition (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 other than common Equity Interests of the fiscal quarter in which Borrower) does not exceed the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; andEquity 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) Revolving Availability would be equal to or greater than $25,000,000.00, and (ii) 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 Total Leverage Ratio for such four fiscal quarter period to be equal to or greater than 2.50 to 1.00, such Acquisition would not cause the total sum of the consideration for such Acquisition and all other Acquisitions during any fiscal year (whether paid in cash or in Equity Interests of the Borrower shall have delivered (or caused to be deliveredassumed in liabilities by the purchaser(s)) to exceed $15,000,000.00 in the Administrative Agent such other documents as may be reasonably requested by aggregate plus the Administrative Agent in connection with such Acquisition. Schedule 2.01 Equity Available Amount, and (e) the Total Commitment is equal to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoor less than $150,000,000.

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)Acquisitions; provided, satisfying the following criteria: however, if (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in immediately prior to and after giving effect to the applicable Person; (b) no proposed Acquisition there shall not exist a Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (cb) the Borrower can demonstrate, on a pro forma basis, immediately after giving effect to the proposed transaction the Revolver Availability shall be no less than (i) $40,000,000 if the Acquisition occurs in a fiscal quarter ending March 31, (ii) $25,000,000 if the Acquisition occurs in a fiscal quarter ending June 30, (iii) $15,000,000 if the Acquisition occurs in a fiscal quarter ending September 30, or (iv) $20,000,000 if the Acquisition occurs in a fiscal quarter ending December 31, the Borrower or any of its Subsidiaries may make Acquisitions so long as (i) such Acquisition that shall not be opposed by the board of the directors of the Person being acquired, (xii) there is the Lenders shall have received written notice thereof at least ten percent 15 Business Days prior to the date of such Acquisition, (10%iii) availability for Loan Borrowings hereunder 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 (y) unless the Leverage Ratio, after giving effect to such the proposed Acquisition, is (iv) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have a first priority Lien (subject to the Intercreditor Agreement) in substantially all of such assets (or, if less than 3.50 substantially all of such assets, such assets required by the Determining Lenders to 1.00be pledged), except for Permitted Liens, (v) if such Acquisition results in a Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty of the aggregate Obligations and Collateral Documents granting a first priority Lien (subject to the Intercreditor Agreement) in substantially all of such assets (or, if less than substantially all consideration of such assets, all assets required by the Determining Lenders to be pledged), except for Permitted Liens to secure the Obligations, (including any Subordinated Debt B) 100% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations and any equity consideration(C) paid 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 Acquisitions the actions described in clauses (after giving effect to A) and (B) above, and (vi) if such AcquisitionAcquisition results in a direct Foreign Subsidiary, (A) during the twelve month period following the end 65% of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 such Subsidiary's Capital Stock shall be less than $70,000,000; and pledged to secure the Obligations and (dB) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent on behalf of the Lenders shall have received such other documents board resolutions, officer's certificates and opinions of counsel as may be reasonably requested by the Administrative Agent shall reasonably request in connection with such Acquisition. Schedule 2.01 to the Credit Agreement clause (A) immediately preceding." (k) The Compliance Certificate is hereby amended to be identical in the form of Exhibit D attached to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretothis Second Amendment.

Acquisitions. And shall not 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, however, that during each fiscal year Permitted Acquisitions and other Acquisitions approved by such Lenders pursuant to this Paragraph 8(d) shall be subject to the following additional limitations: (1) The Borrower will notParent, 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 total aggregate Acquisition Expenditures do not and will not permit any exceed, when added to the aggregate amount of all Acquisition Expenditures incurred by the Parent, the Company and other Loan Party toSubsidiaries 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 Acquisition binding commitment to consummate Permitted Acquisitions and other than an Acquisition (which may be way of a merger with and into Acquisitions approved by the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (aLenders pursuant to this Paragraph 8(d) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) 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, after giving effect to such Acquisition, is less than 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 in which the Leverage Ratio exceeds 3.50 total aggregate Acquisition Expenditures do not and will not exceed, when added to 1.00 shall be less than the aggregate amount of all Acquisition Expenditures incurred by any Foreign Subsidiary of the Parent on or after June 30, 2005, $70,000,000; and50,000,000.00. (d3) In addition to the foregoing limitations: (i) the Borrower shall have delivered (aggregate amount of Acquisition Expenditures with respect to any single acquisition or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested series of related acquisitions consummated by the Administrative Agent in connection Parent, the Company or other Subsidiaries of the Parent (other than Foreign Subsidiaries) shall not exceed $25,000,000.00, and (ii) the aggregate amount of Acquisition Expenditures with such Acquisition. Schedule 2.01 respect to any single acquisition or series of related acquisitions consummated by any Foreign Subsidiary of the Credit Agreement is hereby amended to Parent shall not exceed $12,500,000.00. (4) In no event shall the Company or the Parent acquire, whether through purchase, merger, consolidation or otherwise, or otherwise be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as or become the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.direct holder of the

Acquisitions. The Borrower will not, and will not Make or permit any other Loan Party to, enter into Subsidiary to make any Acquisition other than an Acquisition except that the Borrowers shall be permitted to make Acquisitions of the capital stock or assets of domestic businesses which are in the same line of business (which may be way of a merger with and into the Borrower or another Loan Party so long i.e., home healthcare and/or specialty pharmacy) as the Borrower or the applicable Loan Party is the surviving entity)Borrowers and Subsidiaries (collectively, satisfying "PERMITTED ACQUISITIONS") and which meet the following criteria: (a) any each such Acquisition shall have been approved by the board of Equity Interests shall require directors (and, if required under applicable law, the acquisition of all (but not less than allstockholders) of the Equity Interests in and entity to the applicable Personbe acquired; (b) in the event the aggregate purchase price (including any potential Earn Out Obligations) for any single Acquisition exceeds $1,000,000, the Borrowers shall submit to the Agent, at least seven (7) Banking Days prior to the closing of such Acquisition a certificate of the CFO of Option Care (the "ACQUISITION CERTIFICATE") which shall include the following: (i) 66 at least two years of annual audited or reviewed financial statements (or otherwise acceptable to the Lenders) for the entity to be acquired, prepared on standalone basis including balance sheets and income and cash flow statements; (ii) reasonably detailed calculations demonstrating that on a pro forma combined basis for the most recently ended period of twelve months (with such pro forma adjustments as the Agent shall deem reasonably acceptable) the Borrowers and Subsidiaries and the entity to be acquired shall meet all of the 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, the Borrowers shall have pro forma Availability of not less than $7,500,000; (e) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected under the Facility Documents immediately prior to result from such and after giving effect to the proposed Acquisition; (cf) the Borrower can demonstrateBorrowers and their Subsidiaries, on a pro forma basis, 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 Acquisition Borrower shall be the surviving corporation. PROVIDED, HOWEVER that the Borrowers and their Subsidiaries shall not consummate more than eight (8) Acquisitions of entities which are not Option Care Franchisees during any period of twelve consecutive months without the prior written consent of the Agent and the Lenders; and PROVIDED, FURTHER, that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder the Accounts of any business acquired by any Borrower or Subsidiary shall not be included in the Borrowing Base unless such Accounts satisfy all criteria set forth in the definition of Eligible Accounts in Section 1.01 hereof and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less than 3.50 to 1.00, if 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 amount of the fiscal quarter Accounts of any business acquired by any Borrower or Subsidiary exceeds $2,500,000, such Accounts shall not be included in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) Borrowing Base until the Borrower Agent shall have delivered (or caused to conducted, and be delivered) to satisfied with, a new field audit examination of the Administrative Agent type described in Section 7.11, including a review of such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoAccounts.

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party of its Restricted Subsidiaries to, enter into make, in one or more transactions, any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) Acquisition (i) during the fiscal year ending on December 31, 1997 (excluding the Regency Tender and the Regency Merger), unless (A) the Acquisition is of a Restricted Subsidiary or of the assets of a Domestic Entity, (B) the Acquisition (1) is set forth on SCHEDULE 14 hereto or (2) the aggregate Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 14 hereto does not exceed $5,000,000 in principal amount, and (C) each of such Restricted Subsidiary and its Restricted Subsidiaries, if any, becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any, (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement, or (ii) during any fiscal year thereafter, unless (A) the Acquisition is set forth on SCHEDULE 14 hereto or (B)(1) the Acquisition is of Equity Interests shall require a Restricted Subsidiary or of the acquisition assets of all a Domestic Entity, (but not 2) the Acquisition Consideration therefor is less than all) of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) 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 $75,000,000 or (z) $100,000,000 if the Leverage RatioRatio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1, after giving effect to (3) the sum of the Acquisition Consideration therefor, together with the Acquisition Consideration given for all other such AcquisitionAcquisitions during such fiscal year, is less than 3.50 (y) $125,000,000 or (z) $200,000,000 if the Leverage Ratio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1.001, (4) each of such Restricted Subsidiary and its Restricted Subsidiaries (in each case other than a Non-Guaranteeing Restricted Subsidiary), if any, becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement, and (5) notwithstanding clauses (2) and (3) immediately above, if the Acquisition is of a Restricted Subsidiary which is a Non-Guaranteeing Restricted Subsidiary, the aggregate Acquisition Consideration for all Non-Guaranteeing Restricted Subsidiaries (other than Sun Financing), together with the aggregate Investments made pursuant to SECTION 7.3(j)(i)(b) hereof, is less than or equal to $50,000,000 in aggregate amount at all times; or (b) Acquisition of a Foreign Subsidiary, during (i) the fiscal year ending December 31, 1997, unless (A) the Acquisition is set forth on SCHEDULE 11 hereto or (B) if the Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 11 hereto, together with the aggregate amount of obligations incurred in respect of Guaranties and letters of credit pursuant to SECTION 7.1(i) hereof and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed $5,000,000, and (C) to the extent such Foreign Subsidiary is not an Inactive Subsidiary or a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in any case not more than 66% of all consideration of the capital stock of, or other equity interest in, such Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement, or (including ii) any Subordinated Debt fiscal year thereafter, unless (A) the Acquisition Consideration for all such Acquisitions, together with the aggregate amount of obligations incurred in respect of Guaranties and any equity considerationletters of credit pursuant to SECTION 7.1(i) paid and Investments made pursuant to SECTION 7.3(j) which are in connection with Acquisitions Foreign Entities, does not exceed (after giving effect to such Acquisition1) during $60,000,000 or (2) $75,000,000 if the twelve month period following Leverage Ratio as of the end of the any fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be during such fiscal year is less than $70,000,000; and 5.50 to 1, (dB) the Borrower shall have delivered Acquisition Consideration for any single Acquisition or series of related Acquisitions does not exceed $30,000,000 and (or caused to be deliveredC) to the Administrative Agent extent such other documents as may be reasonably requested by Foreign Subsidiary is not an Inactive Subsidiary or a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in connection with any case not more than 66% of all of the capital stock of, or other equity interest in, such Acquisition. Schedule 2.01 Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement." (x) SECTION 7.6 of the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association read as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.follows:

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter Enter into any Acquisition agreement, contract, binding commitment or other than an Acquisition (which may be way arrangement providing for any Acquisition, or take any action to solicit the tender of a merger with and into the Borrower securities or another Loan Party proxies in respect thereof in order to effect any Acquisition, except that, so long as 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 applicable Person; (b) no Default or Event of Default shall have occurred and be continuing orat the time of any action described below or would result therefrom: (i) the Borrower or any Subsidiary may make any Acquisition in the event that, as of the most recent fiscal quarter end, and on a pro forma basis, would reasonably be expected to result from basis as of such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after date giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless including the financing thereof), the Consolidated Leverage Ratio, after giving effect to such Acquisition, Ratio is less than 3.50 2.00 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (dii) (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 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 $300,000,000; and (B) from January 1, 2008 through the Maturity Date, 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 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 deliver a certification (which may be included in the Compliance Certificate delivered (or caused concurrently with the audited annual financial statements pursuant to be deliveredSection 6.01(a)) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection demonstrating actual compliance with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.this Section 7.10(a)(ii);

Acquisitions. The Except as otherwise specifically permitted hereunder, the Borrower will shall not, and will shall not permit any other Loan Party of its Subsidiaries to, enter into make in one or more transactions, any Acquisition, PROVIDED, HOWEVER, that Acquisitions shall be allowed subject to the following limitations: (A) the aggregate Acquisition Consideration for all Acquisitions after the Closing Date, together with Investments permitted under Section 7.6(f) hereof, shall not exceed the sum of the amount of any proceeds received from the sale or other than an Acquisition (which may be way disposition of a merger with any Permitted Investment plus, from and into the Borrower or another Loan Party so long after such time as the Borrower or the applicable Loan Party Total Debt to EBITD Ratio 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 4.5 to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing 1.0, $50,000,000, or, on a pro forma basisfrom and after such time as the Total Debt to EBITD Ratio is less than 4.0 to 1.0, would reasonably be expected $75,000,000, or, from and after such time as the Total Debt to result from such Acquisition; EBITD Ratio is less than 3.5 to 1.0, $100,000,000; (cB) the Borrower can demonstrateshall, on a pro forma basispromptly upon committing to make any Acquisition for which the Acquisition Consideration therefor exceeds $5,000,000, after giving effect at least five Business Days prior to making such Acquisition, give the Administrative Agent notice of such Acquisition, including all relevant details regarding such Acquisition; (C) no such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratioshall be permitted if, prior to or after giving effect to such Acquisition, is less than 3.50 to 1.00, the aggregate a Default or Event of all consideration Default shall occur and be continuing; (including D) 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 Acquisition which consists of general partnership interests shall only be made through a Subsidiary of the fiscal quarter in Borrower which owns no assets other than such general partnership interests; and (E) unless such Subsidiary is an Excluded Subsidiary, all of the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) outstanding Stock of such Subsidiary is directly or indirectly owned by the Borrower shall have delivered (or caused to be delivered) and pledged to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 pursuant to the Credit Pledge Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoand such Subsidiary executes a Subsidiary Guaranty.

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into No Company shall effect an Acquisition; provided that a Company may effect any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaas: (a) any in the case of an Acquisition of Equity Interests that involves a merger, amalgamation or other combination including a Borrower, such Borrower shall require be the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Personsurviving entity; (b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar or related to the lines of business of the Companies; (d) no Default or Event of Default shall have occurred and be continuing exist prior to or, on 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) 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 basisfinancial statement of the Companies accompanied by a certificate of a Financial Officer showing pro forma compliance with the financial covenants set forth in Section 5.7 hereof), would 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 expected no less than Seven Million Five Hundred Thousand Dollars ($7,500,000) both prior to result from and after giving pro forma effect to such Acquisition; (ch) 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 3.50 to 1.00, the aggregate of all consideration one quarter (including any Subordinated Debt and any equity consideration0.25) paid in connection with Acquisitions (after giving effect to such Acquisition) during the twelve month period following the end of the fiscal quarter in which turn below the Leverage Ratio exceeds 3.50 requirement then in effect pursuant to 1.00 shall be less than $70,000,000Section 5.7(a) hereof; and (di) on or prior to the Borrower closing date for such Acquisition, the Borrowers shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be an officer’s certificate of the Borrowers, in form and substance reasonably requested by satisfactory to the Administrative Agent Agent, certifying that all of the requirements set forth in connection with subparts (a) through (h) above have been satisfied or will be satisfied on or prior to the consummation of such Acquisition. Schedule 2.01 to , along with executed copies of the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoAcquisition documents.

Acquisitions. The Borrower will notNo Company shall effect an Acquisition; provided, and will not permit however, that any other Loan Party to, enter into any Acquisition other than Company may effect an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaas: (a) any Acquisition in the case of Equity Interests a merger, amalgamation or other combination including a Borrower, such Borrower shall require be the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Personsurviving entity; (b) in the case of a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar to the lines of business of any Company; (d) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected exist prior to result from such Acquisition; (c) 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, or after giving effect to such Acquisition, is less than 3.50 to 1.00, ; (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 does not meet the requirements set forth in either subsection (f) or (g) below, TCC shall have provided to Agent and the Lenders, at least twenty (20) days prior to such Acquisition, historical financial statements of all consideration the target entity; (including any Subordinated Debt and any equity considerationf) paid in connection with Acquisitions if, at the time of such Acquisition, (i) the Leverage Ratio (after giving effect to Funded Indebtedness resulting from such Acquisition) during the twelve month period following the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than 2.00 to 1.00 and (ii)(A) the aggregate Consideration to be paid for such Acquisition shall be equal to or greater than Twenty Million Dollars ($70,000,00020,000,000) 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), then TCC shall have (1) received the prior written consent of Agent and the Required Lenders and (2) provided to Agent and the Lenders, at least twenty (20) days prior to such Acquisition, historical financial statements of the target entity accompanied by a certificate of a Financial Officer of TCC showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition; and (dg) if, at the time of such Acquisition, (i) the Borrower shall have delivered Leverage Ratio (or caused after giving effect to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent Funded Indebtedness incurred in connection with such Acquisition. Schedule 2.01 ) shall be greater than or equal to 2.00 to 1.00 and (ii) (A) the aggregate Consideration to be paid for such Acquisition shall be equal to or greater than Fifteen Million Dollars ($15,000,000) or (B) the aggregate Consideration to be paid for such Acquisition, when added to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as aggregate Consideration paid for all Acquisitions made during the sole Lender. Exhibit B previous twelve-month period (excluding the aggregate Consideration paid in connection with the Biocompatibles Acquisition and any other Acquisitions completed prior to the Credit Agreement is hereby amended Closing Date) shall be greater than or equal to be identical Thirty Million Dollars ($30,000,000), then TCC shall have (1) received the prior written consent of Agent and the Required Lenders and (2) provided to Exhibit B attached heretoAgent and the Lenders, at least twenty (20) days prior to such Acquisition, historical financial statements of the target entity accompanied by a certificate of a Financial Officer of TCC showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition.

Acquisitions. The Borrower will notConsummate any Acquisition, unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way the line or lines of a merger with and into the Borrower or another Loan Party so long as 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) business of the Equity Interests in and Person to the applicable Person; be acquired are Permitted Lines of Business, (bii) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected either immediately prior to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, or immediately after giving effect to such Acquisition and, if the Cost of Acquisition is in excess of $50,000,000, prior to the consummation of such Acquisition, the Borrower shall have furnished to the Administrative Agent, (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and (B) a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (b) (or, if no such financial statements have been delivered, as of the date of the Audited Financial Statements) giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto; and (xiii) there is shall be at least ten percent (10%) availability for Loan Borrowings hereunder $25,000,000 of Available Liquidity, both immediately prior to and (y) unless the Leverage Ratio, immediately after giving effect to such Acquisition; provided that, is less 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, the aggregate of all consideration 1.00 but less than 4.00 to 1.00 and (including any Subordinated Debt and any equity considerationy) paid in connection with Acquisitions (after giving effect to such Acquisition) during the twelve month period following the end of 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 the Leverage Ratio exceeds 3.50 to 1.00 case such fiscal quarter shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused deemed to be delivereda Trigger Quarter) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association so long as the sole Lender. Exhibit B second proviso to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoSection 7.12(b) does not apply or (B) falls within an Acquisition Compliance Period.

Acquisitions. The Borrower Without the consent of each Lender the Company will not, and will not permit any other Loan Party its Subsidiaries to, enter into any Acquisition acquire all or substantially all of the assets or capital stock of another Person (as used in this Section 7.6, an "Acquisition") other than an the Lavalife Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: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 Company and its Subsidiaries shall not exceed $25,000,000 for any single such Acquisition or related series of Equity Interests shall require Acquisitions other than the acquisition of all (but not less than all) of Lavalife Acquisition and the Equity Interests in and to the applicable PersonMy Choice Medical Acquisition; (b) the aggregate amount of cash and non-cash consideration (including any Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries for all Acquisitions during any fiscal year (commencing with its fiscal year ending June 30, 2006) shall not exceed $50,000,000; (c) the board of directors of the target entity ("Target") shall have approved such Acquisition (to such extent such board approval is required) and the Target shall have had Cash EBITDA of not less than negative $5,000,000 for the 12 months preceding the Acquisition; (d) the Company shall have provided each Lender with such historical and pro forma financial information with respect to such Acquisition as any Lender (through the Agent) shall reasonably request; (e) after giving effect to such Acquisition the Company shall be in pro forma compliance with all of the financial covenants contained in Section 7 hereof; (f) after giving effect to such Acquisition and for a period of 90 days thereafter there shall be Unused Availability hereunder in a minimum equal to 20% of the Total Commitment; and (g) no Default or Event of Default shall have occurred and be continuing or, on or would occur as a pro forma basis, would reasonably be expected to result from of such Acquisition; (c) 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, after giving effect to such Acquisition, is less than 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into Consummate any Acquisition other than an Acquisition (which may be way without the prior written consent of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaRequired Lenders except for: (a) any Acquisition (x) to the extent funded with (i) proceeds resulting from the issuance of common Equity Interests shall require the acquisition of all (but not less than all) Parent or Borrower or cash capital contributions on account of common Equity Interests of the Parent or Borrower or (ii) Equity Interests in and of Parent or Borrower or (y) to the applicable Personextent not funded pursuant to clause (x), in an aggregate amount made from time to time after the Closing Date not to exceed $30,000,000 minus the aggregate amount of Investments made from and after the Closing Date pursuant to Section 10.2.4(k) to the extent outstanding; (b) no Default or Event any Acquisition to the extent not permitted under clause (a) above (other than with respect to an Excluded Subsidiary) so long such Acquisition satisfies the following conditions precedent: (i) immediately before and immediately after giving effect to any Acquisition, either: (1) (x) the Total Leverage Ratio as of Default shall have occurred and be continuing orthe last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) 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, after basis giving effect to such Acquisition, is less than 3.50 to 1.00(y) the Total Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, the aggregate of all consideration (including any Subordinated Debt and any equity consideration) paid in connection with Acquisitions (after without giving pro forma basis giving effect to such Acquisitionacquisition, by at least 0.50:1.00; or (2) during the twelve month period following the end Total Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarter in quarters for which the Leverage Ratio exceeds 3.50 financial statements are available, on a pro forma basis giving effect to 1.00 shall be such acquisition, is less than $70,000,000; and1.50:1.00; (dii) the Borrower all applicable requirements of Sections 10.1.3(b) and 10.1.12 shall have delivered been satisfied; (or caused to be deliverediii) to the Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 ; (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 the Credit Agreement is hereby amended Acquisition; and (v) 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 Second Amendment Effective Date. Obligors shall deliver (or cause to be identical delivered) to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B Collateral Agent evidence reasonably satisfactory to the Credit Agreement is hereby amended Required Lenders that all consents and approvals required to be identical to Exhibit B attached heretoobtained from any Governmental Authority or other Person in connection with the applicable Acquisition shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions.

Acquisitions. The Borrower will notMake any Acquisitions, and will not permit any other Loan Party toexcept, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party subject to Section 1.07(d), so long as there exists no Default prior to and/or after giving effect to each such Acquisition, the Borrower or the applicable Loan Party is the surviving entity)and its Restricted Subsidiaries may make Permitted Acquisitions, satisfying the following criteria:so long as (a) any the Borrower shall be in compliance on a Pro Forma Basis with the financial 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 of Equity Interests by the Borrower shall require constitute a representation by the acquisition of all (but not less than all) of Borrower that it is in such compliance with the Equity Interests covenants set forth in and to the applicable PersonSection 7.13 as described above; (b) no Default or Event except with respect to Investments that are also Acquisitions of Default an Unrestricted Subsidiary, the Borrower shall have occurred and be continuing or, on given the Administrative Agent prior written notice regarding each Permitted Acquisition with a pro forma basis, would reasonably be expected to result from such Acquisitioncash consideration of $75,000,000 or more; (c) except with respect to Investments that are also Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition with a cash consideration of $200,000,000 or more, the Borrower can demonstrateshall 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 Administrative Agent), calculations demonstrating on a pro forma basisPro Forma Basis compliance with the financial covenants set forth in Section 7.13 for the applicable Measurement Period, after giving effect 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 that (x) there is at least ten percent or such lesser time as agreed to by the Administrative Agent), projections for the Borrower for a period of the lesser of five years and the maturity of the Loans hereunder after the closing of such Acquisition (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less than 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 and showing the twelve month period following source of financing for such Acquisition, all in such detail and in such form as is reasonably acceptable to the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000Administrative 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) with respect to any objections filed (except objections filed by repeat nuisance filers (or their affiliates, agents or representatives) that have made a filing on multiple occasions against the Borrower or the Parent, or any Subsidiary of either of them (“Nuisance Filers”)), the Borrower 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 a new Domestic Subsidiary which is not an Unrestricted Subsidiary is acquired or created in connection with such Acquisition, the newly created or acquired Domestic Subsidiary shall in accordance with Section 6.12 execute and deliver a Security Agreement Supplement or such other document as requested by the Administrative Agent to ▇▇▇▇▇ ▇ ▇▇▇▇ on and security interest in all assets (other than Excluded Collateral) of such new Domestic Subsidiary as additional collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Security Agreement, and executed and delivered to the Administrative Agent all such documentation for such security interest as, in the reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; provided that in each case no such action shall be required to perfect or provide for the priority of Liens in Non-Perfected Collateral; and (v) to the extent requested by the Administrative Agent, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be evidence reasonably requested by satisfactory to the Administrative Agent to the effect that all material approvals, consents or authorizations required in connection with such Acquisition. Schedule 2.01 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 Credit Agreement is hereby amended Liens granted to be identical the Administrative Agent, for the benefit of the Secured Parties in the Equity Interest, as required pursuant to Schedule 2.01 attached heretothis Section, reflecting ▇▇▇▇▇ Fargo Bank, National Association as to any required regulatory approvals for such Acquisition and as to such other matters as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoAdministrative Agent may reasonably request.

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party Restricted Subsidiary to, enter into make any Acquisition other than an Acquisition (which may be way of a merger with Acquisition; provided, however, if immediately prior to and into the Borrower or another Loan Party so long as 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 after giving effect to the applicable Person; (b) no proposed Acquisition there shall not exist a Default or Event of Default 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 occurred and be continuing or, on a pro forma basis, would reasonably be expected received written notice of such Acquisition at least 15 calendar days prior to result from the date of consummation of such Acquisition; (c) , together with a Compliance Certificate setting forth the Borrower can demonstrate, on a pro forma basis, 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) the Administrative Lender receives within five (5) calendar days after the consummation of such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder such board resolutions, officer's certificates and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less than 3.50 to 1.00, the aggregate opinions 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to counsel as the Administrative Agent such other documents as may be Lender shall reasonably requested by the Administrative Agent request in connection with such Acquisition. Schedule 2.01 , and (v)(A) the Acquisition Consideration for such Acquisition consists entirely of Stock Acquisition Consideration or (B) if the Acquisition Consideration for such Acquisition includes Non-Stock Acquisition Consideration, the Leverage Ratio was less than 4.00 to 1 and the Credit Agreement is hereby amended Fixed Charge Coverage Ratio was greater than 1.50 to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as 1 for the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretotwo consecutive Fiscal Quarters immediately preceding such proposed Acquisition."

Acquisitions. The Borrower will notMake any Acquisition, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (except that the Borrowers shall be permitted to make Acquisitions which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying meet the following criteria:criteria (collectively, "PERMITTED ACQUISITIONS"): (a) any each such Acquisition shall have been approved by the board of Equity Interests shall require directors (and, if required under applicable law, the acquisition of all (but not less than allequityholders) of the Equity Interests in entity to be acquired; and the entity to be acquired is engaged in, or the applicable Personassets 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 Borrowers to the reasonable satisfaction of the Agent) for any single Acquisition is less than $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 $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 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 or, on a pro forma basis, would reasonably be expected under the Facility Documents immediately prior to result from such and after giving effect to the proposed Acquisition; (cf) the Borrower can demonstrateBorrowers and their Subsidiaries, on a pro forma basis, 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 Acquisition Borrower shall be the surviving corporation. PROVIDED, HOWEVER, that (i) the Borrowers and their Subsidiaries shall not consummate from and after the date 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) (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder the Accounts and inventory of any business acquired by any Borrower or Subsidiary shall not be included in the Borrowing Base unless such Accounts and inventory, respectively, satisfy all criteria set forth in the definitions of Eligible Accounts and Eligible Inventory, respectively, set forth in Section 1.01 and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less than 3.50 to 1.00, if 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 amount of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less Accounts and inventory of any business acquired by any Borrower or Subsidiary generates more than $70,000,000; and (d) 5,000,000 of Collateral Availability, such Accounts and inventory shall not be included in the Borrower Borrowing Base until the Agent shall have delivered (or caused to conducted, and be delivered) to satisfied with, a new field audit examination of the Administrative Agent type described in Section 6.11, including a review of such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoAccounts and inventory.

Acquisitions. The Borrower will Company shall not, and will not nor shall it permit any other Loan Party Subsidiary to, enter into any Acquisition other than make an Acquisition (which in a transaction or related series of transactions; provided that, an Acquisition may be way of a merger with and into the Borrower or another Loan Party made so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: as: (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 applicable Person; (b) no Default or Event of Default shall have occurred exists both before and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition; (b) such Acquisition that is substantially related to the business of the Company and its Subsidiaries, taken as a whole, and is not hostile; (xc) there is at least ten percent (10%) availability for Loan Borrowings hereunder both before and (y) unless the Leverage Ratio, after giving 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 3.50 1.10 to 1.00; (d) unless otherwise consented to by the US Administrative Agent in its sole discretion, the aggregate target business’ or Person’s EBITDA for the four fiscal quarter period ending immediately prior to the closing of all consideration such Acquisition is equal to or greater than a negative $10,000,000; and (including any Subordinated Debt and any equity consideratione) paid in connection with Acquisitions (if, before or after giving effect to such Acquisition, the total consideration for Acquisitions (whether paid in cash or assumed in liabilities by the purchaser(s) during the twelve month period following the end but excluding any consideration constituting Equity Interests of the fiscal quarter applicable Borrower) completed in which the Leverage Ratio any calendar year exceeds 3.50 $5,000,000, then (i) before giving effect to 1.00 shall such Acquisition, Excess Availability Amount must be less greater than $70,000,000; and 50,000,000 and (dii) 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 US Borrower shall have delivered 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 caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested 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 Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoUnited States.

Acquisitions. The Borrower will notWithout the prior written consent of the Required Holders, and will not permit any other Loan Party to, enter into any Acquisition other than no Company shall effect an Acquisition (which except the Issuer or a Subsidiary Guarantor may be way of a merger with and into the Borrower or another Loan Party effect an Acquisition so long as (a) the Borrower Issuer or the applicable Loan Party such Subsidiary Guarantor is the surviving entity), satisfying ; (b) the following criteria: (a) any Acquisition business to be acquired is similar to the lines of Equity Interests shall require the acquisition of all (but not less than all) business of the Equity Interests in and Companies; (c) the Person to be acquired is organized under the applicable Person; laws of the United States; (bd) no Default or Event of Default exists and the Companies are in full compliance with the Transaction Documents in each case both prior to and subsequent to the transaction; (e) 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), the Issuer shall have occurred provide to the holders of the Notes, at least 30 days prior to such Acquisition, historical financial statements of the target entity and be continuing or, on a pro forma basisfinancial statement of the Companies accompanied by a certificate of a Financial Officer of the Issuer which shows compliance with the requirements in this Section 10.7, would reasonably be expected to result from such (f) in the case of an Acquisition in which, both before and after the proposed Acquisition; (c) , the Borrower can demonstrate, on Issuer has a pro forma basisLeverage 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 such the proposed Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less than 3.50 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 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 unused amount of the fiscal quarter “Revolving Credit Commitment” as defined in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended (but not in excess of the maximum amount that could be borrowed by the Issuer without exceeding the then applicable maximum Leverage Ratio pursuant to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoSection 10.1(a) hereof).

Acquisitions. The Borrower will notNo Company shall effect an Acquisition; provided, and will not permit any other Loan however, that a Credit Party to, enter into any Acquisition other than may effect an Acquisition (which may be way with the prior written consent of a merger with and into the Borrower Required Lenders or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaas: (a) any Acquisition in the case of Equity Interests a merger, amalgamation or other combination including Borrower, Borrower shall require be the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Personsurviving entity; (b) in the case of a merger, amalgamation or other combination including a Credit Party (other than Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar to that of the Credit Parties or a reasonable extension thereof; (d) Borrower shall have provided to Agent and the Lenders, at least ten (10) Business Days prior to such Acquisition, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Borrower showing (i) pro forma compliance with Section 5.7 hereof, both before and after the proposed Acquisition, (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 have occurred and be continuing or, on a pro forma basis, would reasonably be expected exist prior to result from such Acquisition; (c) 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, or after giving effect to such Acquisition, ; (f) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (g) Borrower shall have Liquidity of no less than 3.50 to 1.00, the aggregate of all consideration Ten Million Dollars (including any Subordinated Debt and any equity consideration$10,000,000) paid in connection with Acquisitions (after giving effect to such Acquisition; (h) the aggregate 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, during the twelve month period following the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than Commitment Period, would not exceed Seventy-Five Million Dollars ($70,000,00075,000,000); and (dj) the Borrower shall have delivered aggregate Consideration paid for all Acquisitions for all Companies, during the Commitment Period, would not exceed One Hundred Fifty Million Dollars (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto$150,000,000).

Acquisitions. The Borrower will notMake any Acquisitions, 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 except so long as the Borrower or the applicable Loan Party is the surviving entity)there exists no Default both before and after giving effect to each such Acquisition, satisfying the following criteria:make Permitted Acquisitions, so long as (a) any the Borrower shall be in pro forma compliance with the financial 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 of Equity Interests by the Borrower shall require constitute a representation by the acquisition of all (but not less than all) of Borrower that it is in such pro forma compliance with the Equity Interests financial covenants set forth in and to the applicable PersonSection 7.13; (b) no Default or Event except with respect to Acquisitions of Default an Unrestricted Subsidiary, the Borrower shall have occurred and be continuing or, on given the Administrative Agent prior written notice regarding each Permitted Acquisition with a pro forma basis, would reasonably be expected to result from such Acquisitioncash consideration of $50,000,000 or more; (c) except with respect to Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition with a cash consideration of $200,000,000 or more, the Borrower can demonstrateshall 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 basisbasis the Borrower’s pro forma compliance with the financial covenants set forth in Section 7.13, after giving effect all in such detail and in such form as is reasonably acceptable to the Agents; and (ii) within five days prior to the consummation of such Acquisition that (x) there is at least ten percent or such lesser time as agreed to by the Agents), projections for the Borrower for a period of the lesser of five years and the maturity of the Loans hereunder after the closing of such Acquisition (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less than 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 and showing the twelve month period following source of financing for such Acquisition, all in such detail and in such form as is reasonably acceptable to the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000Agents; and (d) except with respect to Acquisitions of an Unrestricted Subsidiary, with respect to each Permitted Acquisition consummated under this Section 7.07, the Borrower shall have complied with each of the following: (i) except as permitted by Section 5.17, all FCC Licenses acquired in connection with each such Acquisition shall be transferred promptly upon consummation of such Acquisition to a License Subsidiary; (ii) with respect to Permitted Acquisitions with a cash consideration in excess of $100,000,000, unless the Borrower reasonably expects that the Final Order will be granted notwithstanding the filing of such objection or filing described below, the FCC consent to the assignment of the FCC Licenses relating to the Stations being acquired pursuant to such Permitted Acquisition at such time (the “FCC Consent”) shall have become a Final Order unless (i) no filing shall have been made with the FCC that pertains to or becomes associated with any request for consent to the assignment of any of the FCC Licenses being acquired pursuant to such Permitted Acquisition, except for filings made by repeat nuisance filers (or their affiliates, agents or representatives) that have made a filing on multiple occasions against the Borrower or the Parent, or any Subsidiary of either of them, which such filing would not reasonably be expected to prevail (“Nuisance Filing”), or (ii) if any such filing shall have been made other than a Nuisance Filing, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent and the Lenders an opinion of the Borrower’s FCC counsel in form and substance reasonably satisfactory to the Administrative Agent with respect to the effect of such other documents filing; (iii) the Parent, the Borrower or the applicable Subsidiary shall have granted a prior and first Lien priority interest in, and pledged to the Administrative Agent on behalf of the Lenders, all of the Equity Interests of each such new Domestic Subsidiary acquired in connection with a Permitted Acquisition hereunder as may additional collateral for the Obligations to be reasonably requested held by the Administrative Agent in accordance with the terms of the Parent/Borrower Pledge Agreement or the Subsidiary Pledge Agreement, and executed and delivered to the Administrative Agent all such documentation for such pledge (including, a supplement to the Subsidiary Pledge Agreement, original stock certificates and duly executed stock powers, as applicable) as, in the reasonable opinion of the Administrative Agent, is required to perfect or protect such Lien and grant a prior and first Lien; and (iv) the Borrower shall 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. Schedule 2.01 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 Credit Agreement is hereby amended Liens granted to be identical the Administrative Agent, for the benefit of the Lenders in the Equity Interest, as required pursuant to Schedule 2.01 attached heretothis Section, reflecting ▇▇▇▇▇ Fargo Bank, National Association as to any required regulatory approvals for such Acquisition and as to such other matters as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoAdministrative Agent may reasonably request.

Acquisitions. The (a) Without the prior written consent of the Required Lenders, the Borrower will not, and will may not permit any other Loan Party to, enter into make any Acquisition other than an unless such Acquisition (which may be way satisfies all of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaconditions: (ai) 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 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 of Equity Interests 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 (v) simultaneously with the Acquisition, the Borrower shall require deliver to Administrative Agent the acquisition of all (but not less than all) of the Equity Interests in documentation and to the applicable Person;agreements required by Section 5.10 herein. (b) no Default or Event The Borrower may not make an Acquisition that does not comply with subsection (a) hereof unless the Borrower obtains the prior approval in writing of Default shall have occurred the Required Lenders as evidenced by an Acquisition Approval Letter and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition;satisfaction of the following conditions: (ci) at least fifteen (15) Business Days prior to the proposed Acquisition the Borrower can demonstrate, on a pro forma basis, after giving effect delivers to such Administrative Agent and Lenders the Acquisition Information Package (it being understood that (x) there is at least the Lenders shall use reasonable efforts to notify the Borrower within ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Leverage Ratio, Business Days after giving effect to such Acquisition, is less than 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 receipt of the fiscal quarter in which Acquisition Information Package of their decision to approve or disapprove the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000proposed Acquisition); and (dii) if the Required Lenders approve the Acquisition, then simultaneously with the Acquisition, the Borrower shall have delivered (or caused deliver to be delivered) to the Administrative Agent such other documents as may be reasonably requested the documentation and agreements required by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoSection 5.10 herein.

Acquisitions. The Borrower Without the consent of each Lender the Company will not, and will not permit any other Loan Party its Subsidiaries to, enter into any Acquisition acquire all or substantially all of the assets or capital stock of another Person (as used in this Section 7.6, an "Acquisition") other than an the Lavalife Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria:unless; (a) the aggregate amount of cash and noncash consideration (including Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries shall not exceed $25,000,000 for any single such Acquisition or related series of Equity Interests shall require Acquisitions other than the acquisition of all (but not less than all) of the Equity Interests in and to the applicable PersonLavalife Acquisition; (b) the aggregate amount of cash and non-cash consideration (including any Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries for all Acquisitions during any fiscal year shall not exceed $50,000,000 (exclusive of the Lavalife Acquisition); (c) the board of directors of the target entity ("Target") shall have approved such Acquisition (to such extent such board approval is required) and the Target shall have had Cash EBITDA of not less than negative $5,000,000 for the 12 months preceding the Acquisition; (d) the Company shall have provided each Lender with such historical and pro forma financial information with respect to such Acquisition as any Lender (through the Agent) shall reasonably request; (e) after giving effect to such Acquisition the Company shall be in pro forma compliance with all of the financial covenants contained in Section 7 hereof; (f) after giving effect to such Acquisition and for a period of 90 days thereafter there shall be Unused Availability hereunder in a minimum equal to 20% of the difference between (i) Total Commitment less (ii) any Reserve then in effect; and (g) no Default or Event of Default shall have occurred and be continuing or, on or would occur as a pro forma basis, would reasonably be expected to result from of such Acquisition; (c) 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, after giving effect to such Acquisition, is less than 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party of its Restricted Subsidiaries to, enter into make, in one or more transactions, any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) any Acquisition during the fiscal year ending on December 31, 1997 (excluding the Regency Tender and the Regency Merger), unless (i) the Acquisition is of Equity Interests shall require the acquisition of all (but not less than all) a Restricted Subsidiary or of the Equity Interests 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 applicable Person; Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement; or (b) no Default or Event Acquisition of Default shall have occurred and be continuing ora Foreign Subsidiary, on a pro forma basis, would reasonably be expected to result from such Acquisition; unless (ci) the Borrower can demonstrateAcquisition is set forth on SCHEDULE 11 hereto or (ii) if the Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 11 hereto, on a pro forma basistogether 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, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder does not exceed $5,000,000, and (y) unless the Leverage Ratio, after giving effect to such Acquisition, is less than 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be deliverediii) to the Administrative Agent extent such other documents as may be reasonably requested by Foreign Subsidiary is not a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in connection with any case not more than 66% of all of the capital stock of, or other equity interest in, such Acquisition. Schedule 2.01 Foreign Subsidiary, shall be pledged pursuant to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoa Foreign Subsidiary Pledge Agreement.

Acquisitions. The Borrower will Parent shall not, and will shall not permit any other Loan Party of its Restricted Subsidiaries to, enter into make, in one or more transactions, any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) any Acquisition during the fiscal year ending on December 31, 1996, (i) if the Acquisition is not of Equity Interests shall require the acquisition of all (but not less than all) a Restricted Subsidiary or of the Equity Interests in assets of a domestic entity, (ii) if the Acquisition Consideration therefor equals or exceeds $65,000,000, (iii) if the sum of the Acquisition Consideration therefor, together with the Acquisition Consideration given for all other such Acquisitions by the Parent and its Restricted Subsidiaries during such period, equals or exceeds $120,000,000, and (iv) unless such Restricted Subsidiary becomes a party to a Subsidiary Guaranty and the applicable Person; Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.12) and its Restricted Subsidiaries (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.12) shall be pledged pursuant to a Pledge Agreement; or (b) no Default Acquisition during any fiscal year ending after December 31, 1996, (i) if the Acquisition is not of a Restricted Subsidiary or Event of Default 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 have occurred and be continuing or, on pledged pursuant to a pro forma basis, would reasonably be expected to result from such Acquisition; Pledge Agreement; or (c) the Borrower can demonstrateAcquisition of a Foreign Subsidiary, on a pro forma basis, after giving effect to such Acquisition that unless (x) there is at least ten percent (10%the 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 SECTION 7.1(i) availability for Loan Borrowings hereunder hereof and Investments made after the Agreement Date pursuant to SECTION 7.3(j) which are not in entities organized under the laws of the United States or any state thereof, does not exceed $50,000,000 and (y) unless an amount of the Leverage Ratiocapital stock of such Foreign Subsidiary necessary to cause the Administrative Lender to have a security interest in, after giving effect to and pledge of, all of the capital stock of, or other equity interest in, such Acquisition, is less Foreign Subsidiary owned by the pledgor or such lesser amount such that in any case not more than 3.50 to 1.00, the aggregate 66% 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 in which the Leverage Ratio exceeds 3.50 to 1.00 capital stock of, or other equity interest in, such Foreign Subsidiary, shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused pledged pursuant to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoa Foreign Subsidiary Pledge Agreement.

Acquisitions. The Borrower will notMake any Acquisition; provided, and will however, that this Section 5.2(n) shall not permit any other Loan Party to, enter into prohibit any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: if (a) any Acquisition of Equity Interests shall require the acquisition of all immediately before and after (but not less than all) of the Equity Interests in and on a pro forma basis acceptable to the applicable Person; Agent and supported by such certificates and opinions reasonably required by the Agent) such Acquisition: (bi) no Default or Event of Default shall exist or shall have occurred and be continuing orcontinuing, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such Acquisition is consummated, (iii) the Consolidated Total Debt to Consolidated Adjusted EBITDA Ratio is not greater than 3.00 to 1.0, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, basis after giving effect to the Acquisition, and (iv) the Borrower or a Subsidiary shall be the surviving entity, and (b) not less than 3 Business Days prior to the consummation of such Acquisition, the Borrower shall have provided to the Banks a certificate of the chief financial officer of the Borrower (attaching pro forma financial statements and computations to demonstrate compliance and projected compliance with all covenants and conditions hereunder), stating that such Acquisition complies with this Section 5.2(n), customary legal opinions acceptable to the Agent, evidence satisfactory to the Agent that such Acquisition is in compliance with all laws and regulations and that any other conditions under this Agreement relating to such transaction have been satisfied, all in form and substance reasonably satisfactory to the Agent; provided, however, that, the requirements contained in clause (b) of this Section 5.2(n) shall not be required with respect to (x) there is at least ten percent (10%) availability any Acquisition for Loan Borrowings hereunder and (y) unless which the Leverage Ratio, after giving effect to such Acquisition, aggregate consideration paid or given by the Borrower or any Subsidiary is less than 3.50 to 1.00, $25,000,000 unless the aggregate of consideration paid or given by the Borrower and its Subsidiaries for all consideration Acquisitions (including any Subordinated Debt and any equity consideration) paid in connection with Acquisitions (after giving effect to such the proposed Acquisition) during the twelve immediately preceding twelve-month period following the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and 100,000,000 or (dy) the Borrower shall have delivered (or caused to be delivered) Domus Acquisition subject to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoterms of this Agreement.

Acquisitions. The Borrower will Borrowers shall not, and will shall not permit any other Loan Party Restricted Subsidiaries to, enter into 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 Acquisition other than an Acquisition (which may be way Person or any division or line of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)business of any Person, satisfying the following criteriaexcept: (ai) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in Company and to the applicable Personits Restricted Subsidiaries may make Consolidated Cash Capital Expenditures permitted under subsection 6.6C; (ii) Telecommunications Acquisitions; provided that (a) prior to the date the Liquidity Requirement is met, the aggregate cumulative Cash consideration for all such acquisitions shall not exceed $10,000,000 per Fiscal Year, (b) no Default or Event of Default from and after the date the Liquidity Requirement is met, the aggregate Cash consideration for all such acquisitions shall have occurred not exceed $30,000,000 per Fiscal Year and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) at least five Business Days prior to the Borrower can demonstratedate of the consummation of such acquisition, on a Company shall deliver to the Lenders and Administrative Agent (1) pro forma basis, after financial statements for the acquired Person giving effect to such Acquisition acquisition demonstrating that the pro forma annualized EBITDA for the acquired Person (xbased upon the last two quarters multiplied by two) there is at least ten percent (10%) availability for Loan Borrowings hereunder either positive or, if negative, is not negative in an amount greater than $1,000,000 and (y2) unless projected financial statements for Company and its Restricted Subsidiaries on a consolidated basis through the Leverage Ratio, after Maturity Date giving pro forma effect to such Acquisition, is less than 3.50 to 1.00, the aggregate of acquisition demonstrating that Borrowers shall be in pro forma compliance with 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 covenants contained in which this Agreement through the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000Maturity Date; and (diii) Telecommunications Acquisitions for which the Borrower consideration is common stock of the Company. In the event Borrowers desire to obtain the consent of Requisite Lenders to any acquisition not otherwise permitted under this subsection 6.9, Company shall have delivered (or caused to be delivered) to the notify Administrative Agent. Administrative Agent shall notify Lenders as soon as practicable following receipt of a request for consent to an acquisition from Company and shall cooperate with Company in seeking to obtain Requisite Lenders' approval of such other documents as may be reasonably requested by request within a commercially reasonable time period taking into account all relevant factors at the Administrative Agent in connection with time of such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretorequest.

Acquisitions. The Borrower will notNo Credit Party shall, and will not nor shall it permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)Acquisition, satisfying the following criteria: unless (a) any such Acquisition is substantially related to the business of Equity Interests shall require the acquisition of all Borrower and its Subsidiaries, taken as a whole, and is not hostile, (but not less than allb) if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Domestic Subsidiary of the Borrower and to comply with the applicable Person; requirements of Section 5.6, (bc) if such Acquisition is an Acquisition of assets, such Acquisition is structured so that a Credit Party shall acquire such assets, (d) no Default or Event of Default shall have occurred and or be continuing oror would result from such Acquisition, (eand (e) either (i) (A) the Leverage Ratio, calculated on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, basis after giving effect to such Acquisition that (x) there as of the beginning of the period of four fiscal quarters most recently ended, is at least ten percent (10%) availability for Loan Borrowings hereunder less than 2.0 to 1.0 and (yB) unless the Leverage Ratio, after giving effect to such Acquisition, is less Liquidity would be greater than 3.50 or equal to 1.00, $15,000,000 or (ii) (A) the aggregate of all 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 Subordinated Debt fiscal year expended by the Borrower or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $10,000,000 and any equity consideration(B) paid the Borrower and its Subsidiaries shall be in connection pro forma compliance with Acquisitions the financial covenants in Section 6.16 and 6.17 after giving effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended and (f) after giving effect to such Acquisition) during the twelve month period following the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 , Liquidity would be greater than or equal to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.15,000,000..

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition (other than an the Disclosed Acquisition), or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition (which may be way of a merger with and into other than the Borrower or another Loan Party Disclosed Acquisition), except that, so long as 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 applicable Person; (b) no Default or Event of Default shall have occurred and be continuing orat the time of any action described below or would result therefrom: (i) the Borrower or any Subsidiary may make any Acquisition in the event that, as of the most recent fiscal quarter end, and on a pro forma basis, would reasonably be expected to result from basis as of such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after date giving effect to such Acquisition that (xincluding the financing thereof), the Consolidated Leverage Ratio is less than 2.00 to 1.00; and “(ii)(A) there is at least ten percent (10%) availability for Loan Borrowings hereunder from the Closing Date through the fiscal year ended December 31, 2007, if, as of the most recent fiscal quarter end, and (y) unless the Leverage Ratio, after on a pro forma basis as of such date giving effect to such Acquisitionany proposed Acquisition (including the financing thereof), the Consolidated Leverage Ratio is less equal to or greater than 3.50 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 (other than the Disclosed Acquisition) consummated during the fiscal year in which such proposed Acquisition is to be made and (ii) the aggregate amount of all consideration performance-based earnout payments expected to be payable in respect of such fiscal year, does not exceed $300,000,000; and (including any Subordinated Debt B) from January 1, 2008 through the Maturity Date, if, as of the most recent fiscal quarter end, and any equity consideration) paid in connection with Acquisitions (after 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 Acquisitionproposed Acquisition provided that the Cost of Acquisition thereof, together with (i) the Costs of Acquisition of each other Acquisition consummated during the twelve month period following the end of the fiscal quarter year in which such proposed Acquisition is to be made and (ii) the Leverage Ratio exceeds 3.50 aggregate amount of all performance-based earnout payments expected to 1.00 shall be less than $70,000,000payable in respect of such fiscal year, does not exceed an amount equal to 125% of Consolidated EBITDA for the prior fiscal year; and (d) 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 deliver a certification (which may be included in the Compliance Certificate delivered (or caused concurrently with the audited annual financial statements pursuant to be deliveredSection 6.01(a)) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection demonstrating actual compliance with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.this Section 7.10(a)(ii);”

Acquisitions. The Borrower will not, Loan Parties may make Acquisitions in other Persons in addition to Acquisitions existing on the Closing Date 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 as the Borrower or the applicable Loan Party is the surviving entitydisclosed in Schedules 1.1(A-1), satisfying the following criteria1.1(A-2), 1.1(A-3) and 1.1(A-4) attached hereto as follows: (ai) the Loan Parties may make any Acquisition without restriction as to amount, but otherwise subject to the terms and conditions of Equity Interests shall require this Agreement, if on the acquisition of all (but not less than all) date of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such proposed Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that the proposed Acquisition, the sum CREDIT AGREEMENT of (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder the Borrowers' Cash and Cash Equivalents and (y) unless Borrowing Base Availability shall exceed $500,000,000; (ii) if on the Leverage Ratiodate of the proposed making of the Acquisition, after giving effect to such the proposed Acquisition, is 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 3.50 or equal to 1.00$500,000,000, the aggregate Borrowers may make an Acquisition in such Acquisition Entity of all consideration up to 50% of the sum of (including any Subordinated Debt a) the Borrowers' Cash and any equity considerationCash Equivalents and (b) paid in connection with Acquisitions Borrowing Base Availability, determined as of the date of the Acquisition but before giving effect to the proposed Acquisition; and (iii) 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 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 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) during the twelve month period following the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) , provide to the Administrative Agent written notice of such other documents as may be reasonably requested by Acquisition (substantially in the Administrative Agent in connection with form of Exhibit 8.1.15 -------------- attached hereto) and, on the last Business Day of each calendar quarter, updated Schedules to the Borrowing Base Certificate reflecting any such additional Acquisition. Schedule 2.01 Notwithstanding anything to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached heretocontrary contained herein, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B prohibitions contained in this Section 8.1.15 shall not apply to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoextent Acquisitions are made with the capital stock of ICG.

Acquisitions. The (a) When Borrower or any of its Subsidiaries desires to make an Acquisition, Borrower shall deliver, or cause to be delivered, to Agent and each Lender an acquisition summary with respect to the Target and such potential Acquisition, such summary to include a reasonably detailed description of the Target, its business (including financial information) and operating results (including financial statements), the scope and results of Borrower's due diligence inspections and investigations and the terms and conditions, including economic terms, of the proposed Acquisition. Borrower will not, not consummate and will not permit any other Loan Party to, enter into Subsidiary to consummate any Acquisition other than an Acquisition (which may be way without the prior written consent of a merger with and into Requisite Lenders if the Borrower or another Loan Party so long as 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) sum of the Equity Interests in 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 applicable Person;Target to be paid by Borrower and its Subsidiaries is greater than $3,000,000. (b) no Default It is understood and agreed that (i) each Lender's decision to consent to an Acquisition shall be based upon such Lender's evaluation and approval of the business and financial condition of the Target and review and approval of the Acquisition Documents in connection with the proposed Acquisition; (ii) each transaction must be structured as an asset purchase by, or Event merger with, a Subsidiary of Default Borrower or a stock purchase by Borrower or a Subsidiary of Borrower and (iii) Agent shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (creceived an Availability Certificate as required by subsection 4.2(d) the Borrower can demonstrate, on a pro forma basisand, after giving effect to such Loan, the Maximum Revolving Loan Balance exceeds the outstanding principal balance of the Revolving Loans by not less than $250,000. (c) Within five (5) Business Days after receipt of the summary, Agent will notify Borrower if it or any Lender reasonably requires any additional information with respect to the proposed Acquisition that and the Target which is the subject thereof. No later than the later of (x) there is at least ten percent (10%) availability for Business Days after Agent's receipt of the acquisition summary and additional information as Agent or any Lender shall reasonably request if the amount of the Revolving Loan Borrowings hereunder to finance such Acquisition is less than $5,000,000 and (y) unless twenty (20) Business Days after such receipt if the Leverage Ratioamount of the Revolving Loan so required is $5,000,000 or more, after giving effect Agent will notify Borrower, in writing, whether or not Requisite Lenders approve or disapprove of the proposed Acquisition on the terms set forth in the acquisition summary. Any failure on the part of Requisite Lenders either to approve or disapprove, in writing, the proposed Acquisition within said ten (10) or twenty (20) Business Day period, as applicable, shall constitute disapproval by Requisite Lenders of such Acquisition on the terms and conditions set forth in the acquisition summary. If there is any material change to the terms of the proposed Acquisition or any adverse change to the Target which is the subject of such proposed Acquisition, is less than 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 Borrower shall notify Agent of the fiscal quarter in same and further approval will be required, which approval will be granted or denied within five (5) Business Days of receipt of written notice of such material change. Any failure on the Leverage Ratio exceeds 3.50 part of Requisite Lenders either to 1.00 approve or disapprove within said five (5) Business Day period shall be less than $70,000,000; andconstitute Requisite Lenders' disapproval. (d) The foregoing provisions do not impair, vitiate or affect the Borrower shall have delivered (or caused conditions to be delivered) Lenders' obligations to the Administrative Agent such other documents fund Loans as may be reasonably requested by the Administrative Agent provided in connection with such Acquisition. Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached heretoArticle II of this Agreement.

Acquisitions. The Borrower will not, and will And shall not permit any other Loan Party Subsidiary to, enter into purchase or acquire or incur liability for the purchase or acquisition of any Acquisition 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, however, that during each fiscal year, commencing with the fiscal year beginning July 1, 2003, Permitted Acquisitions and other than an Acquisition (which may Acquisitions approved by the Lender pursuant to this Paragraph 8(d) shall be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying subject to the following criteriaadditional limitations: (a1) any Acquisition of Equity Interests shall require The Parent, the acquisition of all (but not less than all) Company and other Subsidiaries of the Equity Interests in and to the applicable Person;Parent (including Foreign Subsidiaries) may only: (bi) no Default or Event Make payments on account of Default shall have occurred Acquisition Expenditures relating to Permitted Acquisitions and be continuing orother Acquisitions approved by the Lenders pursuant to this Paragraph 8(d), on a pro forma basisincluding both Permitted Acquisitions and other Acquisitions consummated in previous fiscal years and Permitted Acquisitions and other Acquisitions consummated in the current fiscal year, would reasonably be expected in an aggregate amount not to result from such Acquisition; (c) 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, after giving effect to such Acquisition, is less than 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 in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than exceed $70,000,00015,000,000.00; and (dii) Consummate in the Borrower shall have delivered 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 $15,000,000.00, regardless of when payable; or (or caused to be delivered2) Subject to the Administrative Agent such overall limitations set forth in subparagraph (1) above, Foreign Subsidiaries may only: (i) Make payments on account of Acquisition Expenditures relating to Permitted Acquisitions and other documents as may be reasonably requested Acquisitions approved by the Administrative Agent Lenders pursuant to this Paragraph 8(d), including both Permitted Acquisitions and other Acquisitions consummated in connection with such Acquisition. Schedule 2.01 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 Credit Agreement is hereby amended 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 purchase, merger, consolidation or otherwise, or otherwise be identical to Schedule 2.01 attached heretoor become the direct holder of the stock of any Foreign Subsidiary, reflecting ▇▇▇▇▇ Fargo Bank, National Association as it being expressly agreed and understood that the sole Lender. Exhibit B to the Credit Agreement is hereby amended to stock of Foreign Subsidiaries shall be identical to Exhibit B attached heretoheld only by Guarantor Subsidiaries or other Foreign Subsidiaries.

Acquisitions. The Borrower will shall not, and will shall not ------------ permit any other Loan Party Subsidiary to, enter into make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: Acquisitions unless (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in immediately prior to and after giving effect to the applicable Person; (b) no proposed Acquisition there shall not exist a Default or Event of Default Default, (b) such Acquisition shall have occurred and not be continuing oropposed by the board of directors of the Person being acquired, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) if the Borrower can demonstrateAcquisition is during the Qualifying Period, on 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 date of such Acquisition, and (ii) the Administrative Lender shall have received at least 10 Business Days prior to the date of such Acquisition a pro forma basis, Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, (e) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof, and (f) if such -------------- Acquisition results in a Subsidiary, (i) such Subsidiary shall have executed and delivered a Subsidiary Guaranty of the Obligations, (ii) if such Acquisition that (x) there occurs during the Qualifying Period and the Subsidiary is at least ten percent (10%) availability for Loan Borrowings hereunder a Material Subsidiary, the Capital Stock of such Subsidiary shall be pledged pursuant to a Pledge Agreement and (yiii) unless the Leverage RatioLenders shall have received such board resolutions, after giving effect to such Acquisition, is less than 3.50 to 1.00, officer's certificates and opinions of counsel as the aggregate of all consideration (including any Subordinated Debt and any equity consideration) paid Administrative Lender shall reasonably request in connection with Acquisitions the actions described in clauses (after giving effect to such Acquisitionf)(i) during the twelve month period following the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; andand (f)(ii) above. (dn) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Schedule 2.01 to Article 7 of the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.by adding a new ---------

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party of its Restricted Subsidiaries to, enter into make, in one or more transactions, any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) Acquisition (i) during the fiscal year ending on December 31, 1997 (excluding the Regency Tender and the Regency Merger), unless (A) the Acquisition is of a Restricted Subsidiary or of the assets of a Domestic Entity, (B) the Acquisition (1) is set forth on SCHEDULE 14 hereto or (2) the aggregate Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 14 hereto does not exceed $5,000,000 in principal amount, and (C) such Restricted Subsidiary and its Restricted Subsidiaries, if any, becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any, (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement, or (ii) during any fiscal year thereafter, unless (A) the Acquisition is set forth on SCHEDULE 14 hereto or (B)(1) the Acquisition is of Equity Interests shall require a Restricted Subsidiary or of the acquisition assets of all a Domestic Entity, (but not 2) the Acquisition Consideration therefor is less than all) of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) 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 $75,000,000 or (z) $100,000,000 if the Leverage RatioRatio as of the end of any fiscal quarter during such fiscal year is less than 5.50 to 1, after giving effect to (3) the sum of the Acquisition Consideration therefor, together with the Acquisition Consideration given for all other such AcquisitionAcquisitions during such fiscal year, is less than 3.50 to 1.00, (y) $125,000,000 or (z) $200,000,000 if the aggregate Leverage Ratio as 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 any fiscal quarter during such fiscal year is less than 5.50 to 1 and (4) such Restricted Subsidiary and its Restricted Subsidiaries, if any, becomes a party to a Subsidiary Guaranty and the Intercompany Line of Credit and all the capital stock of, or equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries, if any (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement; or (b) Acquisition of a Foreign Subsidiary, during (i) the fiscal quarter year ending December 31, 1997, unless (A) the Acquisition is set forth on SCHEDULE 11 hereto or (B) if the Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 11 hereto, together with the aggregate amount of obligations incurred in respect of Guaranties and letters of credit pursuant to SECTION 7.1(i) hereof and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed $5,000,000, and (C) to the extent such Foreign Subsidiary is not a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in any case not more than 66% of all of the capital stock of, or other equity interest in, such Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement, or (ii) any fiscal year thereafter, unless (A) the Acquisition Consideration for all such Acquisitions, together with the aggregate amount of obligations incurred in respect of Guaranties and letters of credit pursuant to SECTION 7.1(i) and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed (1) $60,000,000 or (2) $75,000,000 if the Leverage Ratio exceeds 3.50 to 1.00 shall be as of the end of any fiscal quarter during such fiscal year is less than $70,000,000; and 5.50 to 1, (dB) the Borrower shall have delivered Acquisition Consideration for any single Acquisition or series of related Acquisitions does not exceed $30,000,000 and (or caused to be deliveredC) to the Administrative Agent extent such other documents as may be reasonably requested by Foreign Subsidiary is not a Subsidiary of a Foreign Subsidiary, an amount of the capital stock of such Foreign Subsidiary necessary to cause the Administrative Agent to have a security interest in, and pledge of, all of the capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in connection with any case not more than 66% of all of the capital stock of, or other equity interest in, such Acquisition. Schedule 2.01 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 be identical to Schedule 2.01 attached hereto, reflecting ▇▇▇▇▇ Fargo Bank, National Association read as the sole Lender. Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.follows: