Common use of Mergers and Acquisitions Clause in Contracts

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and (c) any asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the Borrower (a “Permitted Acquisition”) where (1) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of capital stock of any other Person in a manner that causes such Person to become a Subsidiary of the Borrower or any acquisition of all or substantially all of the assets in the ordinary course of any Person or any division or business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and or (c) any merger or asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries with or of Persons in the same or similar line of business as the Borrower Borrower, (a “"Permitted Acquisition”") where (1) the Borrower has notified provided the Administrative Agent Bank with written notice of such Permitted Acquisition within ten (10) Business Days after the consummation thereof, which notice shall include a reasonably detailed description of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders Bank to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 8.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture)Acquisition, to the extent such acquisition was a stock acquisition, either (A) the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such mergermerger (but only to the extent such Subsidiary is a Guarantor) or (B) to the extent such Person is not merged with and into the Borrower or a Subsidiary, such Person shall become a Guarantor hereunder to the extent such Person is a wholly-owned, Domestic Subsidiary; (5) the aggregate amount of the purchase price for all Permitted Acquisitions (or series of related acquisitions) shall not exceed $10,000,000 in any fiscal year less the aggregate amount of Investments made by the Borrower in such fiscal year pursuant to Section 8.3(k); (6) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise not considered “friendly”"hostile"; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition; and (8) within ten (10) Business Days after the date of consummation of such Permitted Acquisition, the Borrower shall have provided to the Bank a description of each Temporary Lien together with a certification that arrangements are being made to terminate all such Temporary Liens within the time period permitted by Section 8.2(xi)(2).

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; , (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and , (c) any stock acquisition permitted to be made pursuant to §9.3(a)-(d) or (f)-(i) hereof, (d) any merger or asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons (or, in the case of an asset acquisition, assets of a Person) in the same or similar related line of business as the Borrower (a “Permitted Acquisition”) where (1) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) which the board of directors and the shareholders (if required by applicable law)) the shareholders, or the equivalentequivalent thereof, of each of the Borrower or the applicable Subsidiary and of the Person to be acquired has approved such merger, consolidation or acquisition (a “Standard Permitted Acquisition”) so long as the aggregate consideration for such acquisition including all assumed Indebtedness and such contingent obligations (the “Consideration”) shall not exceed $20,000,000, and (e) any Standard Permitted Acquisition is otherwise considered for which the Consideration shall exceed $20,000,000 (a “friendlySpecial Permitted Acquisition”; ) so long as: (7i) if the Borrower shall have provided the Lender with prior written notice of such acquisition, which notice shall include a reasonably detailed description of such Special Permitted Acquisition is Acquisition, together with copies of a Significant Subsidiaryall letters of intent and material agreements relating thereto and (ii) not less than five (5) Business Days prior to the consummation of the proposed acquisition, the Borrower complies shall have delivered to the Lender (A) evidence reasonably satisfactory to the Lender to support a Compliance Certificate demonstrating on a pro forma basis that after giving effect to the Special Permitted Acquisition (1) Borrower will be in compliance with the requirements covenant set forth in §10.2, (2) Borrower’s Funded Debt to EBITDA Ratio will be less than 2.00:1.00 and (3) the sum of Section 8.11 hereof with respect to (x) Borrower’s cash and cash equivalents plus (y) the Significant Subsidiary so acquiredTotal Commitment less the outstanding amount of Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations will exceed $25,000,000; and (8) the Borrower has delivered to the Administrative Agent and the Lenders B) a certificate of from the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Special Permitted Acquisition.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices, Investments permitted by Section 10.3 hereof and Capital Expenditures permitted by Section 11.3 hereunder so long as such Capital Expenditures are either (i) made in connection with the expansion in China; or (ii) to acquire Capital Assets which do not represent all or substantially all of the assets of another Person or a division of such Person and are in an aggregate amount which do not exceed for any transaction or series of related transaction the aggregate amount of $5,000,000) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; , (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and Borrower or (c) any other asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries acquisitions of Persons in the same or similar a related line of business as the Borrower or its Subsidiaries (each, a “"Permitted Acquisition”") where (1i) the Borrower has notified provided the Administrative Agent with five (5) Business Days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition and the documents, agreements and instruments to be entered into in connection with such Permitted Acquisition; (2ii) without the prior consent of the Agent, the business to be acquired would not subject the Administrative Agent Banks or the Lenders Agent to any additional regulatory or third party approvals in connection with the exercise of its their rights and remedies under this Credit Agreement or any other Revolving Credit Loan Document; (3iii) no the business and assets so acquired shall be acquired by the Borrower or the applicable Subsidiary free and clear of all liens and encumbrances and all Indebtedness (including any assumed or incurred contingent liabilities will obligations or liabilities), other than as permitted by Section 10.1 or Section 10.2 hereof, shall be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereofacquisition; (4iv) the Borrower has provided shall have demonstrated to the Administrative Agent reasonable satisfaction of the Agent, based on a pro forma Compliance Certificate, compliance with Section 11 hereof on a pro forma basis immediately prior to and after giving effect to such other information as was reasonably requested by the Administrative AgentPermitted Acquisition; (5v) after no Default or Event of Default has occurred and is continuing or would exist as a result of giving effect to such Permitted Acquisition; (vi) the consummation Borrower or the Subsidiary effecting such Permitted 71 -63- Acquisition must be the surviving entity (or, in the case of a Subsidiary effecting the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into surviving entity becomes a Subsidiary of the Borrower); (vii) the aggregate purchase price for all Permitted Acquisitions shall not exceed $25,000,000 during the term of this Credit Agreement; (viii) the Borrower or its Subsidiary, with shall demonstrate to the Borrower or such Subsidiary, as satisfaction of the case may be, being Agent and the survivor of such mergerBanks that the entity to be acquired has positive consolidated net income; (6ix) the board of directors and the shareholders (if required by applicable law), ) or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (Bx) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower or such other applicable Person involved in the acquisition has taken or caused to be taken all necessary actions to the extent reasonably practicable to grant to the Agent a first priority perfected lien (except for Permitted Liens having priority under applicable law) in accounts receivable and its Subsidiaries as of the date thereof inventory and after giving effect capital stock or other equity interests to be acquired in connection with such Permitted Acquisitionacquisition; and (Cxi) the acquisition is not prohibited by the Subordinated Indenture. In addition, in the event any new Subsidiary is formed as a result of or in connection with any acquisition, to the effect that no Default or Event extent such Subsidiary has the legal power to enter into a Guarantee and Security Agreement, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of Default then exists or would result after giving effect the Loan Documents applicable to the Permitted Acquisitionsuch Subsidiary as a Guarantor hereunder.

Mergers and Acquisitions. The Neither SRI nor the Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practicespractice (including, without limitation, the purchase of deminimis amounts of capital stock by SRI or any of its Subsidiaries of another Person in the same or a similar line of business) or the merger of SRI and the Borrower) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower SRI with and into the Borrower, with the Borrower being the surviving entity and changing its name to "Specialty Retailers, Inc.", PROVIDED that (i) no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto; (bii) the Borrower has provided the Agent with prior written notice of such merger; (iii) the Borrower has provided to the Agent copies of all documents, instrument and agreements pertaining to the merger, and such documents, instruments and agreements are in form and substance satisfactory to the Agent; (iv) the Borrower has delivered to the Agent evidence that the merger would not either (1) violate the terms of any other agreement to which either the Borrower or consolidation SRI is a party or (2) if any violation would occur, such violation of two any such agreement or more Subsidiaries of agreements would have a material adverse effect on the Borrower; and (c) any asset or stock or other equity interest acquisition by SRI, the Borrower or any of its Subsidiaries their Subsidiaries, and (v) the Loan Documents have been amended to reflect the change in the Borrower's name thereunder; and (b) the Borrower may effect acquisitions of Persons entities which are in the same or a similar line of business as the Borrower Borrower, PROVIDED, that (a “Permitted Acquisition”i) where no Default or Event of Default has occurred or is continuing or would exist after giving effect thereto; (1ii) the Borrower has notified provided the Administrative Agent with prior written notice of each such acquisition; (iii) the aggregate total consideration for all such acquisitions (which shall include, without limitation, the cash purchase price of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, acquisition and any Indebtedness incurred or assumed by the Borrower in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereoftherewith) does not exceed, in the aggregate, $10,000,000 during the term of this Credit Agreement; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Ventureiv), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition.

Mergers and Acquisitions. The Each of Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; , or the merger or consolidation of Holdings with and into the Borrower, so long as the Borrower is the survivor of such merger or consolidation, (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and Borrower or (c) any asset so long as no Default or stock Event of Default has occurred and is continuing or other equity interest would exist after giving effect thereto, the acquisition by the Borrower of' the assets or any of its Subsidiaries stock of Persons in the same or a similar line of business as the Borrower and its Subsidiaries (each a “"Permitted Acquisition”") where (1i) the Borrower has notified provided the Administrative Agent with thirty (30) days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition and copies of all acquisition documents in connection therewith; (2ii) the business to be acquired would not subject the Administrative Agent or the Lenders Banks to any additional regulatory or third party approvals in connection with the exercise of its their rights and remedies under this Credit Agreement or any other Loan Document; (3iii) no contingent liabilities or liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse EffectAcquisition, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition (1) shall have been permitted to be incurred or assumed pursuant to Section 9.1 §10.1 hereof; and (42) shall contain terms and conditions (including subordination provisions) reasonably acceptable to the Agent and the Banks in all respects; (iv) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; Agent (5v) after the consummation of the Permitted Acquisition Acquisition, the Borrower shall own 100% of -the capital stock of the Person to be acquired; (other than with respect vi) the Borrower shall take, or shall cause to a Joint Venture)be taken, all necessary action to grant to the extent Agent a first priority perfected lien in all assets and stock acquired in connection with such acquisition was a stock acquisitionPermitted Acquisition, with such exceptions as the Person so acquired is merged with and into Agent may approve; (vii) the Borrower or its Subsidiaryhas demonstrated to the satisfaction of the Agent, based on a pro forma Compliance Certificate, compliance with the Borrower or §11 immediately prior to and immediately after giving effect to such Subsidiary, as the case may be, being the survivor of such mergerPermitted Acquisition; (6viii) the consideration paid to the sellers in such Permitted Acquisition is solely in the form of the capital stock of the Borrower; (ix) board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “"friendly”"; (7x) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect shall have demonstrated to the Significant Subsidiary so acquiredsatisfaction of the Agent that the Consolidated Net Income and Consolidated Net Operating Income of the Person to be acquired for the most recently ended twelve (12) month period is positive; and (8) xi) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that (1) the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B2) certifying and attaching a the pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting presents the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C3) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition. In the event any new Subsidiary is formed or acquired as a result of or in connection with any acquisition, such new Subsidiary shall, immediately upon its creation or acquisition, execute and deliver to the Agent for the benefit of the Agent and the Banks, an Instrument of Adherence in substantially the form of Exhibit E hereto (an "Instrument of Adherence") and the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Domestic Subsidiary. Such Subsidiary shall become a Guarantor hereunder and shall become party to the Guaranty and the Security Agreement and shall execute and deliver to the Agent any and all other agreements, documents, instruments and financing statements necessary to grant to the Agent a first priority perfected lien in such Subsidiary's assets. The Borrower and its Subsidiaries shall, immediately upon the creation or acquisition of such Subsidiary, pledge all of such Subsidiary's capital stock to the Agent for the benefit of the Agent and the Banks.

Mergers and Acquisitions. The None of AmeriKing, Holdings nor the ------------------------ Borrower will, nor will not, and will not any of them permit any of its their respective Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of AmeriKing (other than the Borrower), Holdings (other than the Borrower) or the Borrower with and into its parent provided, that the Borrower; survivor of such merger may not be an -------- Unrestricted Subsidiary, (b) the merger or consolidation of two or more Subsidiaries of AmeriKing, Holdings (other than the Borrower; and ) or the Borrower, provided that the survivor of such merger may not be an -------- Unrestricted Subsidiary unless the merger involves only Unrestricted Subsidiaries, (c) any asset or stock or other equity interest acquisition development by the Borrower of those BKC Restaurants listed on Schedule 9.5.1, (d) acquisitions or development by the Borrower -------- ----- or any Restricted Subsidiary of its Subsidiaries the assets and businesses of Persons BKC Restaurants, or real estate upon which a restaurant is located or is intended to be located, provided (i) such acquisitions and/or developments -------- can be made in accordance with (S)9.18, (ii) the same expenditures for such acquisitions can be made in accordance with (S)10.5, (iii) no Default or similar line Event of business as Default exists at the Borrower time of such acquisition or after giving effect thereto, and (a “Permitted Acquisition”) where (1iv) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Restricted Subsidiary, as the case may be, being has taken all necessary actions to grant to the survivor Agent a first priority perfected lien in such assets other than those assets which are not permitted to be encumbered by any Franchise Agreement or lease affecting such restaurant. In the event any new Restricted Subsidiary is formed as a result of such merger; (6) or in connection with any acquisition or development, the board of directors Revolver Loan Documents shall be amended and/or supplemented as necessary to make the terms and the shareholders (if required by applicable law), or the equivalent, of each conditions of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect Revolver Loan Documents applicable to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted AcquisitionRestricted Subsidiary.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, become acquire (whether in one transaction or a party to series of transactions) all or substantially all of the assets of any merger, amalgamation Person or consolidationthe capital stock or securities of any Person, or agree consolidate with or merge into any Person or permit any Person to consolidate or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except merge into it, unless: (a) in the merger or consolidation case of one or more of the Subsidiaries of the Borrower with and into the Borroweran acquisition, such acquisition is not a Hostile Acquisition; (b) the merger any business acquired in such transaction is similar or consolidation of two or more Subsidiaries of the Borrower; and (c) any asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the Borrower (a “Permitted Acquisition”) where (1) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), related to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the board of directors and the shareholders (if required businesses engaged in by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its SubsidiariesConsolidated Subsidiaries on the date hereof; (c) in the case of a merger (i) if the Borrower is a party to such merger, on a consolidated basis, will be solvent upon the consummation Borrower is the surviving entity and the management of the Permitted AcquisitionBorrower shall be substantially unchanged and (ii) if a Consolidated Subsidiary is a party to such merger, either the Borrower or a Consolidated Subsidiary is the surviving entity; (Bd) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect and pro forma effect thereto, no Default shall exist; and (e) if the Borrower incurs Funded Debt in excess of $25,000,000 to such Permitted Acquisitionfinance, and fairly presenting or otherwise in connection with, any acquisition or merger otherwise permitted by this Agreement, then (i) the financial condition ratio of (A) the total consideration given by the Borrower and its Subsidiaries as in connection therewith to (B) the projected net cash flow from the assets acquired pursuant to such transaction for the twelve-month period immediately following the closing of such transaction, must not be greater than 8.00 to 1.00 (for purposes of this clause (a), "projected net cash flow" shall mean the Borrower's estimate of the date thereof and after giving effect operating earnings from the assets acquired pursuant to such Permitted Acquisition; transaction for the twelve (12) month period immediately following the closing of such transaction, before tax, plus any depreciation and amortization included in such estimated operating earnings, all determined in accordance with generally accepted accounting principles and based upon such assumptions as are reasonably acceptable to the Majority Banks) and (Cii) the Agent shall have received (A) a certificate of a Responsible Officer of the Borrower showing satisfaction of the condition set forth in Section 6.07(e)(i), and (B) such other documents, opinions and information that the Agent or the Majority Banks may reasonably request in order to substantiate the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisitionsame.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any mergermerge with, amalgamation amalgamate or consolidationconsolidate with, or agree to or effect acquire any asset acquisition assets or stock acquisition of, any Person, (other than the acquisition of assets in the ordinary course of business consistent with past practices, including, without limitation, any Investments expressly permitted pursuant to ss.9.3 hereof) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) the merger or consolidation of two or more Subsidiaries of the Borrower, PROVIDED if only one such Subsidiary is a Guarantor, then the Guarantor shall be the survivor of such merger or consolidation; and (c) any merger or asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the Borrower (a “"Permitted Acquisition”") where (1) the Borrower has notified provided the Administrative Agent with prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition and copies of all material documents, agreements and instruments pertaining thereto (including, without limitation, any letters of intent and purchase agreements); (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition (including, without limitation, any assumed Indebtedness, any earnout arrangements, seller Indebtedness and non-compete payments) shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereofss.9.1 hereof and shall be on terms acceptable to the Administrative Agent; (4) the Borrower has provided aggregate purchase price for all acquisitions in which the Administrative Agent with such other information as was reasonably requested by Persons so acquired have a negative Target EBITDA shall not exceed $100,000,000 over the Administrative Agentlife of this Credit Agreement and, in addition, the negative Target EBITDA on a trailing twelve month basis for the twelve consecutive months most recently ended from the date of determination for all Persons acquired which have a negative Target EBITDA shall not exceed $25,000,000 in -62- the aggregate; (5) after the consummation aggregate amount of the purchase price for all Permitted Acquisition (Acquisitions which is payable in anything other than with respect the Capital Stock (and such Capital Stock shall have no redemption or repurchase rights prior to a Joint Venture)the Revolving Credit Loan Maturity Date and shall not have the ability to convert into any form of Indebtedness) of the Borrower shall not exceed $40,000,000 over the life of this Credit Agreement and, to the extent that at the time of consummating such Permitted Acquisition or immediately after giving effect thereto the sum of all outstanding Revolving Credit Loans plus all Unpaid Reimbursement Obligations plus the Maximum Drawing Amount of all issued and outstanding Letters of Credit is equal to or greater than twenty percent (20%) of the Total Commitment as in effect on such date, then (A) to the extent the aggregate amount of the purchase price for all Permitted Acquisitions made to date has exceeded $100,000,000, such acquisition was a stock acquisitionshall not be permitted and no further acquisitions shall be permitted hereunder and (B) to the extent the aggregate amount of the purchase price for all Permitted Acquisitions made to date has not exceeded $100,000,000, then the Person so acquired is merged with and into aggregate amount of the Borrower or its Subsidiary, with purchase price for all Permitted Acquisitions shall not exceed $100,000,000 over the Borrower or such Subsidiary, as the case may be, being the survivor life of such mergerthis Credit Agreement; (6) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition acquisition; and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that (A) the Borrower and its Subsidiaries, on a consolidated and consolidating basis, will be solvent upon the consummation of the Permitted Acquisition; and (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; , (b) the merger or consolidation of two or more Subsidiaries of the BorrowerBorrower provided, however, to the extent any Subsidiary is a Guarantor, the survivor of such merger or consolidation shall be a Guarantor; and (c) any merger or asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the Borrower Borrower, or such Person's line of business is incidental to the Borrower's existing line of business (a “"Permitted Acquisition”") where (1i) the Borrower has notified provided the Administrative Agent with written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (2ii) the business to be acquired would not subject the Administrative Agent or the Lenders Banks to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3iii) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4iv) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5v) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture)Acquisition, to the extent such acquisition was a stock acquisition, either (A) the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such mergermerger or (B) to the extent such Person is not merged with and into the Borrower or a Subsidiary, such Person shall become a Guarantor hereunder to the extent such Person is a Domestic Subsidiary; (6vi) the aggregate amount of the Purchase Price for all Permitted Acquisitions (or series of related acquisitions) shall not exceed $60,000,000 during the life of the Credit Agreement and, in addition the aggregate amount of the Purchase Price for all Permitted Acquisitions (or series of related acquisitions) which are payable in anything other than the capital stock of the Borrower shall not exceed $30,000,000 in the aggregate; (vii) no more than $15,000,000 in the aggregate of the Purchase Price for all Permitted Acquisitions (or 48 -42- series of related acquisitions) may be funded with borrowings hereunder; (viii) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “"friendly”"; (7ix) if no Default or Event of Default has occurred and is continuing hereunder or will occur as a result of the Permitted Acquisition is of a Significant Subsidiary, Acquisition; (x) the Borrower complies has demonstrated to the satisfaction of the Agent that the Borrower is in compliance, on a pro forma basis, with the requirements of financial covenants contained in Section 8.11 10 hereof with respect both before and after giving effect to the Significant Subsidiary so acquiredsuch Permitted Acquisition; and (8) xi) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that (A) the Borrower and its Subsidiaries, on a consolidated and consolidating basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a the pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting presents the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition. For purposes of this Section 9.5.1, the Purchase Price shall be defined as the aggregate amount of consideration paid by the Borrower to the seller on the closing date of any Permitted Acquisition (including, without limitation, the aggregate amount of all potential earn-out payments and the aggregate amount of Indebtedness incurred or assumed in connection therewith regardless of the maturity date thereof). In addition, when valuing the capital stock component of the Purchase Price, the value of the Borrower's capital stock shall be valued in the manner consistent with the purchase agreement pertaining to the Permitted Acquisition, and, to the extent no such purchase agreement exists, or a valuation method is not detailed therein, then the value shall equal the average of the fair market value of the Borrower's capital stock for the ten (10) Business Days immediately preceding the date on which such Permitted Acquisition is consummated. In the event any new Domestic Subsidiary is formed or acquired as a result of or in connection with any acquisition, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Domestic Subsidiary. Such Domestic Subsidiary shall, immediately upon its formation, creation or acquisition, become a Guarantor hereunder and shall execute and deliver to the Agent a Guaranty.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) or the merger or consolidation of two or more Subsidiaries of the BorrowerBorrower provided, if only one such Subsidiary is a Guarantor, the Subsidiary which is a Guarantor shall be the survivor of such merger or consolidation; and (c) any other asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries acquisitions of Persons in the same or a similar line of business as the Borrower (a “"Permitted Acquisition”") where (1i) the Borrower has notified provided the Administrative Agent with five (5) Business Days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (2ii) the Borrower has provided the Agent with all documents, instruments and agreements to be entered into in connection with the Permitted Acquisition; (iii) the business to be acquired would not subject the Administrative Agent or any of the Lenders Banks to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any and the other Loan DocumentDocuments; (3iv) no contingent liabilities will the business and assets so acquired in such Permitted Acquisition shall be incurred acquired by the Borrower free and clear of all liens (other than Permitted Liens) and all Indebtedness (other than Indebtedness expressly permitted pursuant to ss 9.1 hereof), and the purchase price for any single acquisition or assumed series of related acquisitions to be paid in any form of consideration other than the capital stock of the Borrower does not exceed $20,000,000, and the aggregate purchase price for all acquisitions made during the term of this Credit Agreement which are to be paid in any form of consideration other than the capital stock of the Borrower does not exceed $50,000,000 and, in addition, all cash related charges taken in connection with all such Permitted Acquisitions shall not exceed $10,000,000 in the aggregate for all such Permitted Acquisitions; (v) to the extent applicable, the Borrower has complied with ss 8.13 hereof; (vi) the Borrower has demonstrated to the satisfaction of the Agent, based on a pro forma Compliance Certificate (which pro forma Compliance Certificate has been prepared with a methodology consistent with that used in preparing the projections delivered to the Agent and the Banks on the Closing Date), compliance with ss 10 hereof of a pro forma basis both immediately prior to and after giving effect to such Permitted Acquisition; (vii) the Borrower is the survivor of any merger consummated in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquiredAcquisition; and (8) viii) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that (1) the Borrower and its Subsidiaries, on a consolidated basis, will be solvent on a going-concern basis upon the consummation of the Permitted Acquisition; (B2) certifying and attaching a the pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting presents the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; Acquisition and (C3) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition.

Mergers and Acquisitions. The (a) Borrower will shall not, and will not permit any shall cause each of its Subsidiaries not to, become directly or indirectly, by operation of law or otherwise, merge with, consolidate with, acquire all or substantially all of the assets or capital Stock of, or otherwise combine with, any Person, or acquire all or substantially all of the assets of an operating division of any Person, or form any Subsidiary; provided, however, that subject to subparagraph (b) hereof, Borrower shall be permitted to make acquisitions of the assets or Stock of any Person or Persons, so long as, after giving effect to any such acquisition, the Aggregate Purchase Price for all such acquisitions made during the term of this Agreement pursuant to this Section 6.1(a) does not exceed the available amount under the Repayment/Acquisition Basket as evidenced by a certificate of a Responsible Officer delivered to Agent not less than three (3) Business Days prior to such acquisition indicating that the conditions contained in this Section 6.1(a) shall have been satisfied; and, provided, further, that (i) Borrower may dissolve any Subsidiary of Borrower (other than Figgie Properties or Figgie Real Estate to the extent Figgie Properties or Figgie Real Estate owns assets other than cash or Cash Equivalents), (ii) any Subsidiary of Borrower may merge, consolidate or otherwise combine with Borrower or any other Subsidiary of Borrower so long as (v) if Borrower is a party to any such transaction, Borrower shall be the surviving corporation, (w) no Default or Event of Default shall have occurred and be continuing immediately before and after giving effect to such merger, amalgamation consolidation or consolidationcombination, or agree (x) if an Unrestricted Subsidiary is a party 52 to or effect any asset acquisition or stock acquisition such transaction, the surviving corporation shall not be a Restricted Subsidiary, (other than y) if Borrower is not a party to such transaction, the acquisition surviving corporation shall be a wholly- owned Subsidiary of assets in Borrower and if a Domestic Subsidiary is party to such transaction, the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) the merger or consolidation of two or more Subsidiaries of the Borrower; surviving corporation shall be a Domestic Subsidiary, and (cz) any asset if either Figgie Properties or stock Figgie Real Estate is a party to such transaction, (A) Borrower shall be the surviving corporation and (B) immediately prior to such merger, consolidation or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the Borrower (a “Permitted Acquisition”) where (1) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effectcombination, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiaryneither Figgie Properties nor Figgie Real Estate, as the case may be, being the survivor of such merger; shall own any assets (6) the board of directors and the shareholders (if required by applicable lawother than cash or Cash Equivalents), or the equivalent, of each of the and (iii) Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect may make Investments to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with extent permitted by Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition6.2(vii).

Mergers and Acquisitions. The Borrower will not, and will ------------------------ not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) or the merger or consolidation of two or more Subsidiaries of the Borrower; and (c) any the acquisition of the assets and/or stock of Delphi Partners, Inc. (the "Delphi Acquisition"), provided (i) no Default or Event of Default has occurred and is continuing, (ii) the Borrower has delivered to the Agent all documents, instruments and agreements to be entered into in connection therewith; and (iv) the Borrower has demonstrated to the Agent compliance with (S)8.5.1(d)(iii) - (iv) hereof; and (d) other asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries acquisitions of Persons in the same or a similar line of business as the Borrower (a “"Permitted Acquisition”", and, collectively with the Delphi Acquisition, the "Permitted Acquisitions") where (1i) the Borrower has notified provided the Administrative Agent with five (5) Business Days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (2ii) the Borrower has provided the Agent with all documents, instruments and agreements to be entered into in connection with the Permitted Acquisition; (iii) the business to be acquired would not subject the Administrative Agent or any of the Lenders Banks to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any and the other Loan DocumentDocuments; (3iv) no contingent liabilities will the business and assets so acquired in such Permitted Acquisition shall be incurred acquired by the Borrower free and clear of all liens (other than Permitted Liens) and all Indebtedness (other than Indebtedness expressly permitted pursuant to (S)8.1 hereof); (v) the Borrower has taken or assumed caused to be taken all necessary actions to grant to the Agent a first priority perfected lien in all assets and stock to be acquired in connection with such Permitted Acquisition Acquisition; (vi) the Borrower has demonstrated to the satisfaction of the Agent, based on a pro forma Compliance Certificate (which could reasonably be expected pro forma Compliance Certificate has been prepared with a methodology consistent with that used in preparing the projections delivered to have the Agent and the Banks on the Closing Date), compliance with (S)9 hereof of a Material Adverse Effect, pro forma basis both immediately prior to and after giving effect to such Permitted Acquisition; (vii) the Borrower is the survivor of any Indebtedness incurred or assumed merger consummated in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquiredAcquisition; and (8) viii) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that (1) the Borrower and its Subsidiaries, on a consolidated basis, will be solvent on a going-concern basis upon the consummation of the Permitted Acquisition; (B2) certifying and attaching a the pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting presents the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; Acquisition and (C3) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition. In the event any new Subsidiary is formed or acquired as a result of or in connection with any acquisition, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Subsidiary.

Mergers and Acquisitions. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices, Investments permitted by Section 10.3 hereof and Capital Expenditures so long as such Capital Expenditures are to acquire Capital Assets which do not represent all or substantially all of the assets of another Person or a division of such Person) except (a) the merger or consolidation of one or more of the Subsidiaries of the any Borrower with and into the such Borrower; , (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and any Borrower or (c) any other asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries acquisitions of Persons in the same or similar a related line of business as the any Borrower or its Subsidiaries (each, a “"Permitted Acquisition”") where (1i) the Borrower Company has notified provided the Administrative Agent with two (2) Business Days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition and the documents, agreements and instruments to be entered into in connection with such Permitted Acquisition; (2ii) without the prior consent of the Agent, the business to be acquired would not subject the Administrative Agent Banks or the Lenders Agent to any additional regulatory or third party approvals in connection with the exercise of its their rights and remedies under this Credit Agreement or any other Loan Document; (3iii) the business and assets so acquired shall be acquired by the applicable Borrower or the applicable Subsidiary free and clear of all liens and encumbrances and all Indebtedness (including any assumed or incurred contingent obligations or liabilities) other than as permitted by Section 10.1 or Section 10.2 hereof; (iv) the Company shall have demonstrated to the reasonable satisfaction of the Agent, based on a pro forma Compliance Certificate, compliance with Section 11 hereof on a pro forma basis immediately prior to and after giving effect to such Permitted Acquisition; (v) no contingent liabilities will be incurred Default or assumed in connection with Event of Default has occurred and is continuing or would exist as a result of giving effect to such Permitted Acquisition; (vi) the applicable Borrower or Subsidiary effecting such Permitted Acquisition which could reasonably must be expected to have the surviving entity (or, in the case of a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) Subsidiary effecting the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor surviving entity becomes a Subsidiary of such mergera Borrower); (6vii) the aggregate purchase price paid in cash for all Permitted Acquisitions in any fiscal year shall not exceed twenty five percent (25%) of the prior fiscal quarter's Consolidated Tangible Net Worth; (viii) the board of directors and the shareholders (if required by applicable law), ) or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (Bix) certifying to the extent required by Section 9.14, the Company or such other applicable Person involved in the acquisition has taken or caused to be taken all necessary actions to the extent reasonably practicable to grant to the Agent a first priority perfected lien (except for Permitted Liens having priority under applicable law) in accounts receivable and attaching a pro forma Compliance Certificate evidencing compliance inventory and capital stock or other equity interests to be acquired in connection with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisitionacquisition; and (Cx) the acquisition is not prohibited by the Subordinated Indenture. In addition, in the event any new Subsidiary is formed as a result of or in connection with any acquisition, to the effect that no Default or Event extent such Subsidiary has the legal power to enter into a Guarantee and Security Agreement, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of Default then exists or would result after giving effect the Loan Documents applicable to the Permitted Acquisitionsuch Subsidiary as a Guarantor hereunder.

Mergers and Acquisitions. The Neither the Guarantor nor the Borrower will notwill, and neither will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) or open any new Stores except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; , (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and , (c) any asset or stock or other equity interest acquisition by the merger of the Borrower or any of its Subsidiaries of Persons in with the same or similar line of business as Guarantor, (d) the Guarantor and/or the Borrower shall be permitted to enter into an agreement to effect a merger so long as (a “Permitted Acquisition”) where (1i) the Borrower has notified Guarantor and/or the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such SubsidiaryBorrower, as the case may be, being provide the survivor Banks with written notice promptly after entering into such merger agreement, which notice shall set forth the terms of such mergeragreement in reasonable detail; (6ii) such merger agreement provides for the board of directors and the shareholders (if required by applicable law)indefeasible repayment in full, or the equivalentin cash, of each all of the Borrower Obligations and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate termination of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent Total Commitment immediately upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisitioncontemplated merger; and (Ciii) the Guarantor or the Borrower, as the case may be, shall incur no liability or expense under the terms of the merger agreement, other than reasonable expenses for professional fees related thereto or (e) subject to the effect other requirements of this Credit Agreement, the acquisition or opening of new Stores by the Borrower PROVIDED that (i) the Borrower acquires or opens no Default or Event more than six new Stores per fiscal year and (ii) in the case of Default then exists or would result after giving effect to a stock acquisition, the Permitted Acquisitionacquired Person is immediately merged with and into the Borrower with the Borrower being the surviving entity.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than (a) the acquisition of assets in the ordinary course of business consistent with past practices) except ; (ab) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) , or the merger or consolidation of two or more Subsidiaries of the Borrower; and (c) any asset or the acquisition (whether of stock or of substantially all of the assets of a business or business division as a going concern or by means of a merger or consolidation) of a 100% interest in any other equity interest acquisition by Person (a "Permitted Acquisition"), provided that (i) such other Person is in a similar or complementary business to the Borrower, (ii) no Default or Event of Default with respect to ss.12.1(c)(ii) has occurred and is continuing or would exist after giving effect thereto, (iii) if the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the Borrower (a “Permitted Acquisition”) where (1) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent acquiring Subsidiary merges with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture)Person, to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being is the survivor of such merger; (6) the board of directors and the shareholders (if required by applicable law)surviving party, or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) iv) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its SubsidiariesCompliance Certificates demonstrating, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof both immediately prior to and immediately after giving effect to such Permitted Acquisitionacquisition, and fairly presenting compliance on a Pro Forma Basis with the financial condition covenants set forth in ss.9 of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisitionthis Credit Agreement; and (Cd) the acquisition of a portfolio of Vehicle Loans by the Borrower or its Subsidiaries, provided that (i) the Borrower or such Subsidiary shall have delivered to the effect that Agent a closing spreadsheet with respect to such acquisition at least three (3) days following the effective date of such acquisition, (ii) no Default or Event of Default then exists has occurred and is continuing or would result exist after giving effect thereto, and (iii) the Borrower has delivered to the Permitted AcquisitionAgent Compliance Certificates demonstrating, both immediately prior to and immediately after such acquisition, compliance on a Pro Forma Basis with the covenants set forth in ss.9 of this Credit Agreement.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) or the merger or consolidation of two or more Subsidiaries of the Borrower; and (c) any other asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries acquisitions of Persons in the same or a similar line of business as the Borrower (a “"Permitted Acquisition”") where (1i) the Borrower has notified provided the Administrative Agent with five (5) Business Days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition, and the Majority Banks have consented in writing, in advance, to the Borrower or the Subsidiary, as the case may be, consummating such acquisition; (2ii) the Borrower has provided the Agent with all documents, instruments and agreements to be entered into in connection with the Permitted Acquisition, which documents, instruments and agreements shall be in form and substance satisfactory to the Agent; (iii) the business to be acquired would not subject the Administrative Agent or any of the Lenders Banks to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any and the other Loan DocumentDocuments; (3iv) no contingent liabilities will the business and assets so acquired in such Permitted Acquisition shall be incurred acquired by the Borrower free and clear of all liens (other than Permitted Liens) and all Indebtedness (other than Indebtedness expressly permitted pursuant to ss.9.1 hereof); (v) the Borrower has taken or assumed caused to be taken all necessary actions to grant to the Agent a first priority perfected lien in all assets and stock to be acquired in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereofAcquisition; (4vi) the Borrower has provided demonstrated to the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation satisfaction of the Permitted Acquisition (other than with respect to a Joint Venture)Agent, to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, based on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing Certificate, compliance with Section 10 ss.10 hereof on a Pro Forma Basis both immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (Cvii) to the effect that no Default or Event Borrower is the survivor of Default then exists or would result after giving effect to the any such Permitted Acquisition.; (viii) no more than seventy five percent (75%) of the total consideration for any Permitted Acquisition shall be financed with

Mergers and Acquisitions. The Borrower will not, and nor ------------------------ will not the Borrower permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition of all or substantially all the assets of any Person or any operating unit of any Person or stock acquisition (other than (a) the merger of the Borrower with another Person solely to effect a conversion of the Borrower to a corporate entity; (b) the acquisition of assets (which may include unimproved real estate) in the ordinary course of business consistent with past practices; (c) except other asset or stock acquisitions of Persons in the same or a similar line of business (i.e. the truck stop and stopping center business, services supporting the trucking and travel plaza industry and diesel and gas fueling operations) as the Borrower or its Subsidiary (collectively with the acquisitions permitted by paragraphs (a) and (b) hereof, the "Permitted Acquisitions") where (i) the Borrower has provided the Agent with five (5) Business Days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition and the material documents, agreements and instruments to be entered into in connection with such Permitted Acquisition; (ii) the business to be acquired would not subject the Banks or the Agent to regulatory or third party approvals in connection with the exercise of their rights and remedies under this Credit Agreement or any other Loan Documents; (iii) the business and assets so acquired shall be acquired by the Borrower or such Subsidiary free and clear of all liens (other than as permitted by (S)10.2 hereof) and all Indebtedness (other than as permitted by (S)10.1 hereof); (iv) the Borrower or such Subsidiary has taken all necessary actions to grant to the Agent a first priority perfected lien on all assets and stock to be acquired in connection with such Permitted Acquisition (other than Permitted Liens) and, to the extent applicable, has provided the Agent with all documents, agreements and information required pursuant to (S)9.13 hereof; (v) the Borrower has demonstrated to the reasonable satisfaction of the Agent, based on a pro forma Compliance --- ----- Certificate, compliance with (S)11 hereof on a Pro Forma Basis immediately prior to and after giving effect to such Permitted Acquisition; and (vi) no Default or Event of Default has occurred and is continuing or would exist as a result of giving effect to such Permitted Acquisition; (e) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; , or (bf) the merger or consolidation of two (2) or more Subsidiaries of the Borrower; and (c) any asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons . In addition, in the same event any new Subsidiary is formed as a result of or similar line of business as the Borrower (a “Permitted Acquisition”) where (1) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with any acquisition, such new Subsidiary shall (unless such new Subsidiary is an Immaterial Subsidiary), simultaneously with such acquisition, become a guarantor of the exercise Obligations and grant to the Agent for the benefit of the Agent and the Banks a first priority perfected lien on all of its rights and remedies under this Credit Agreement assets. In the event any new Domestic Subsidiary (other than an Immaterial Subsidiary) is formed as a result of or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with any acquisition, simultaneously therewith, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) Subsidiary. In the case of the Borrower has provided the Administrative Agent with forming or purchasing such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition Domestic Subsidiary, such Domestic Subsidiary (other than with respect to an Immaterial Subsidiary) shall become a Joint Venture)guarantor hereunder, and shall grant to the extent such acquisition was Agent for the benefit of the Banks a stock acquisitionperfected, the Person so acquired is merged with and into the Borrower or first priority security interest in its Subsidiaryassets, in accordance with the Borrower or such Subsidiary, as terms of the case may be, being the survivor of such merger; (6) the board of directors Security Agreement and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisitionother Security Documents.

Mergers and Acquisitions. The Borrower will not, and will not ------------------------ permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition of all or substantially all the assets of any Person or any operating unit of any Person or stock acquisition (other than (a) the merger of the Borrower with another Person solely to effect a conversion of the Borrower to a corporate entity; (b) the acquisition of assets in the ordinary course of business consistent with past practices; (c) except the Permitted Financed Acquisitions; (d) other asset or stock acquisitions of Persons in the same or a similar line of business as the Borrower or its Subsidiary (the "Other Permitted Acquisitions", and, collectively with the acquisitions permitted by paragraphs (a), (b) and (c) hereof, the "Permitted Acquisitions") where (i) the Borrower has provided the Agent with five (5) Business Days prior written notice of such Other Permitted Acquisition, which notice shall include a reasonably detailed description of such Other Permitted Acquisition and the documents, agreements and instruments to be entered into in connection with such Other Permitted Acquisition; (ii) the business to be acquired would not subject the Banks or the Agent to regulatory or third party approvals in connection with the exercise of their rights and remedies under this Credit Agreement or any other Loan Documents; (iii) the business and assets so acquired shall be acquired by the Borrower or such Subsidiary free and clear of all liens (other than as permitted by (S)12.2 hereof) and all Indebtedness (other than as permitted by (S)12.1 hereof); (iv) the Borrower or such Subsidiary has taken all necessary actions to grant to the Agent a first priority perfected lien on all assets and stock to be acquired in connection with such Other Permitted Acquisition (other than Permitted Liens) and, to the extent applicable, has provided the Agent with all documents, agreements and information required pursuant to (S)11.14 hereof; (v) the Borrower has demonstrated to the reasonable satisfaction of the Agent, based on a pro forma Compliance Certificate, --- ----- compliance with (S)13 hereof on a Pro Forma Basis immediately prior to and after giving effect to such Other Permitted Acquisition; and (vi) no Default or Event of Default has occurred and is continuing or would exist as a result of giving effect to such Other Permitted Acquisition; (e) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; , or (bf) the merger or consolidation of two or more Subsidiaries of the Borrower; and (c) any asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons . In addition, in the same event any new Subsidiary is formed as a result of or similar line of business as the Borrower (a “Permitted Acquisition”) where (1) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with Loan Documents shall be amended and/or supplemented as necessary to make the terms and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each conditions of the Borrower and the Person Loan Documents applicable to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of new Subsidiary as a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate guarantor of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted AcquisitionObligations.

Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and (c) any merger or asset or stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the Borrower (a “"Permitted Acquisition”") where (1) the Borrower has notified provided the Administrative Agent and the Banks with written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders Banks to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets or financial condition of the Borrower or any Subsidiary, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 (S)8.1 hereof; (4) the Borrower has provided Banks and the Administrative Agent with such other information as was reasonably requested by the Administrative Banks and the Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture)Acquisition, to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the Borrower has demonstrated to the satisfaction of the Agent and the Majority Banks, based on a pro forma Compliance Certificate, compliance with (S)9 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition; (7) the aggregate amount of the purchase price for all Permitted Acquisitions (or series of related acquisitions) shall not exceed $50,000,000 in any fiscal year and shall not exceed $150,000,000 over the life of this Credit Agreement; (8) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “"friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired"; and (8) 9) the Borrower has delivered to the Administrative Agent and the Lenders Banks a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that (A) the Borrower and its Subsidiaries, on a consolidated and consolidating basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a the pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting presents the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition.

Mergers and Acquisitions. The Neither Holdings nor the Borrower will notwill, and neither will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of Holdings (other than the Borrower) or the Borrower with and into its parent provided, that the Borrower; survivor of such merger may not be an Unrestricted Subsidiary, (b) the merger or consolidation of two or more Subsidiaries of Holdings (other than the Borrower; and ) or the Borrower, provided that the survivor of such merger may not be an Unrestricted Subsidiary unless the merger involves only Unrestricted Subsidiaries, (c) acquisitions by Holdings or any asset or stock of its Unrestricted Subsidiaries of the assets and businesses of BKC Restaurants or other equity interest acquisition restaurants, or real estate upon which a restaurant is located or is intended to be located and (d) acquisitions by the Borrower or any of its Subsidiaries of Persons in the same assets and businesses of BKC Restaurants or similar line of business as other quick service restaurants (the Borrower (a “"Permitted Acquisition”Acquisitions") where (1i) the Borrower no Default or Event of Default has notified the Administrative Agent of such Permitted Acquisitionoccurred or is continuing or would exist after giving effect thereto; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4ii) the Borrower has provided the Administrative Agent with prior written notice of such other information as was reasonably requested by the Administrative Agentacquisition; (5iii) after in the consummation event any new Restricted Subsidiary is formed or acquired as a result of or in connection with any acquisition or development, such Restricted Subsidiary shall become a guarantor of the Permitted Acquisition (other than with respect Obligations pursuant to a Joint Venture), guaranty in form and substance satisfactory to the extent such acquisition was a stock acquisitionAgent, the Person so acquired is merged with and into the Borrower or its Subsidiary, with Subsidiary which is the Borrower or parent of such Restricted Subsidiary, as the case may be, being shall pledge to the survivor Agent the non-voting capital stock of such mergerRestricted Subsidiary; (6iv) the board of directors and Borrower or the shareholders Restricted Subsidiary, as the case may be, has taken all necessary actions to grant to the Agent a first priority perfected lien in such assets other than those assets which are not permitted to be encumbered by any Franchise Agreement or lease affecting such restaurant or which secure purchase money Indebtedness permitted pursuant to (if required by applicable lawS)9.1(g), or and, in the equivalent, case of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant an Unrestricted Subsidiary, such Unrestricted Subsidiary has taken all necessary action to grant to the Borrower complies with Agent a perfected lien on the non-voting capital stock of its Subsidiaries pursuant to the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired(S)6.1 hereof; and (8) v) the Borrower has delivered demonstrated to the Administrative Agent and the Lenders a certificate of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, based on a consolidated basis, will be solvent upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing covenant compliance with Section 10 hereof (S)10 on a Pro Forma Basis immediately prior to and after giving effect to such acquisition; (vi) any acquisition-related Indebtedness would not violate the restrictions on Indebtedness set forth in (S)9.1; (vii) immediately after giving effect to such Permitted Acquisitionacquisition, and fairly presenting the financial condition Total Commitment exceeds the sum of (1) the aggregate outstanding Revolving Credit Loans plus (2) the Maximum Drawing Amount plus (3) all Unpaid Reimbursement Obligations by at least $2,500,000; (viii) the Borrower has demonstrated to the satisfaction of the Borrower Agent that the Leverage Ratio of Holdings and its Subsidiaries as of the date thereof on a Pro Forma Basis immediately prior to and after giving effect to such Permitted Acquisitionacquisition does not exceed 5.50:1.00; and (Cix) the Borrower has demonstrated to the effect satisfaction of the Agent that no Default or Event the revenues of Default then exists or would result after giving effect all restaurants to be acquired in any Permitted Acquisition does not exceed thirty three and one- third percent (33 1/3%) of the Borrower's revenues prior to the Permitted Acquisitionproposed acquisition, determined on a Pro Forma Basis. In the event any new Restricted Subsidiary is formed as a result of or in connection with any acquisition or development, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Restricted Subsidiary. In the case of Holdings forming such Subsidiary, such Subsidiary shall become a Borrower hereunder, and in the case of the Borrower forming such Restricted Subsidiary, such Restricted Subsidiary shall be a guarantor hereunder.

Mergers and Acquisitions. The Neither the Guarantor nor the Borrower will notwill, and neither will not permit any of its Subsidiaries to, become a party to any merger, amalgamation merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) or open any new Stores except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower; , (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and , (c) any asset or stock or other equity interest acquisition by the merger of the Borrower or any of its Subsidiaries of Persons in with the same or similar line of business as Guarantor, (d) the Guarantor and/or the Borrower shall be permitted to enter into an agreement to effect a merger so long as (a “Permitted Acquisition”) where (1i) the Borrower has notified Guarantor and/or the Administrative Agent of such Permitted Acquisition; (2) the business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such SubsidiaryBorrower, as the case may be, being provide the survivor Lenders with written notice promptly after entering into such merger agreement, which notice shall set forth the terms of such mergeragreement in reasonable detail; (6ii) such merger agreement provides for the board of directors and the shareholders (if required by applicable law)indefeasible repayment in full, or the equivalentin cash, of each all of the Borrower Obligations and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate termination of the chief financial officer or treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent Total Commitment immediately upon the consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisitioncontemplated merger; and (Ciii) the Guarantor or the Borrower, as the case may be, shall incur no liability or expense under the terms of the merger agreement, other than reasonable expenses for professional fees related thereto or (e) subject to the effect other requirements of this Credit Agreement, the acquisition or opening of new Stores by the Borrower provided that (i) the Borrower acquires or opens no Default or Event more than ten new Stores per fiscal year or, in the case of Default then exists or would result after giving effect to the Permitted AcquisitionBorrower's fiscal year ended February 2001, eleven new Stores and (ii) in the case of a stock acquisition of new Stores, the acquired Person is immediately merged with and into the Borrower with the Borrower being the surviving entity. 9.5.2.