Common use of Permitted Acquisitions Clause in Contracts

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 15 Business Days' ’ prior written notice of any the proposed Permitted Acquisition; (iii) calculations are made by the US Borrower Holdings of (x) compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09 and 7.10 9.10 for the period of four consecutive fiscal quarters (in each case, giving effect taken as one accounting period) most recently ended prior to the last sentence appearing therein) for the relevant date of such Permitted Acquisition (each, a “Calculation Period”), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.08, 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period Period) and (By) using the covenant levels contained in such compliance with Sections 7.09 9.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, 9.10 immediately after giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; Acquisition (v) calculations are made by for this purpose, using the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not same ratio which will be required to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case be met on the last day of the relevant Calculation Period, first fiscal quarter ended on a Pro Forma Basis as if or after the date upon which the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Periodis consummated), and Holdings shall be in compliance therewith; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (viiiv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiiv) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vi) the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock or Qualified Preferred Stock) payable in connection with the proposed Permitted Acquisition does not exceed $25,000,000; (vii) the Aggregate Consideration payable in connection with the proposed Permitted Acquisition does not exceed $75,000,000; (viii) the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock or Qualified Preferred Stock) payable in connection with the proposed Permitted Acquisition, when combined with the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock and Qualified Preferred Stock) paid in connection with all other Permitted Acquisitions consummated prior to the date of the consummation of the proposed Permitted Acquisition, does not exceed $100,000,000; (ix) the Aggregate Consideration payable in connection with the proposed Permitted Acquisition, when combined with the Aggregate Consideration paid in connection with all other Permitted Acquisitions consummated prior to the date of the consummation of the proposed Permitted Acquisition, does not exceed $200,000,000; (x) after giving effect to such Permitted Acquisition and (but, for this purpose calculated as if the payment of all post-closing purchase price adjustments required (in the good faith determination of the US BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST“Post-CLOSING PERIOD"Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition) were then being paid, thereby being deemed to reduce the Total Unutilized Revolving Loan Commitment to the extent Holdings and its Subsidiaries have inadequate available cash on hand for such purposes), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,00010,000,000; and (xxi) the US Borrower Holdings shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer's ’s certificate executed by an Authorized Officer of the US BorrowerHoldings, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixiv), inclusive, and clauses (vi), (vii), (viii), (ix) and (x) and containing the calculations required by the preceding clauses (iii), (ivvi), (vvii), (viviii), (ix) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests Equity Interest of any Person, the all capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to, and to the US Collateral and Guaranty Agreement or appropriate Foreign extent required by, the Pledge Agreement in accordance with the requirements of Section 7.159.15. (c) Holdings and each The Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower Credit Agreement Party that the certifications by the US Borrower a Credit Agreement Party (or by one or more of its respective Authorized Officers) pursuant to Section 6.14(a) 8.14(a), are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation PeriodPeriod most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.Sections

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders Banks at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) for the relevant period of four (except in the case of any determination of Consolidated EBITDA for purposes of such Sections, which shall be measured on a two-quarter annualized basis as provided in the definition thereof) consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro --- Forma Basis as if the respective Permitted Acquisition (as well as all other ----- Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 ((A) in each casethe case of Section 9.11, giving effect to the last sentence appearing therein and (Btherein) using the covenant levels contained in of this Agreement as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case 3.0:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivii) the US Borrower provides to the Administrative Agent and the Lenders, Banks as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixviii) after giving effect to such each Permitted Acquisition (and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) therewith and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") 90 days following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,00010,000,000; and (xix) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixvi), inclusive, and (viii) and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated). (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any Person, the all capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.159.15. (c) Holdings and each The Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 and the requirements contained in the definition of Permitted AcquisitionThe Company will not, the US Borrower and its Wholly-Owned Subsidiaries may from time to time effect Permitted nor will it permit any Subsidiary to, make any Acquisitions, so long as (in each case except to other than Acquisitions meeting the extent following requirements or otherwise approved by the Required Lenders otherwise specifically agree in writing in the case of (each such Acquisition constituting a specific “Permitted Acquisition): ”): (i) no Default or Event of Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in existence connection therewith (including, without limitation, pursuant to Section 7.2(K)); (ii) each representation and warranty contained in Article VI shall be true and correct at the time of the consummation of the proposed Permitted such Acquisition or immediately and after giving effect thereto; provided, that accuracy of the representation and warranty set forth in Section 6.5 shall not constitute a requirement under this Section 7.2(G)(ii) with respect to any Acquisition if at the time of such Acquisition the Company has Single Investment Grade Status; and (iiiii) not less than five (5) Business Days prior to each such Acquisition, the US Borrower Company shall have given deliver to the Administrative Agent and the Lenders at least five Business Days' prior written notice a certificate from a Designated Financial Officer demonstrating to the reasonable satisfaction of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 and 7.10 (in each case, Administrative Agent that after giving effect to such Acquisition and the last sentence appearing therein) for the relevant Calculation Periodincurrence of any Indebtedness permitted hereunder in connection therewith, on a Pro Forma Basis pro forma basis acceptable to the Administrative Agent, but without giving effect to any projected synergies resulting from such Acquisition, as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day and such incurrence of such Calculation Period) Indebtedness had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period twelve-month period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation PeriodCompany’s most recently completed fiscal quarter for which financial statements are publicly available, on a Pro Forma Basis the Company would have been in compliance with the covenants set forth in Sections 7.3 and 7.4 and not otherwise in Default; provided, that notwithstanding the terms of Section 7.4(A), the Company shall be required to demonstrate that the Debt Ratio, as if of the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first last day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed(calculated on a pro forma consolidated basis as described above), $20,000,000; and does not exceed (x) if the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, to the best last day of such officer's knowledgetwelve-month period is on or before March 31, compliance with 2007, 3.00 to 1.00 or (y) otherwise, 2.75 to 1.00; and (iv) in the requirements case of preceding clauses (i) through (ix), inclusive, and containing the calculations required an Acquisition by the preceding clauses (iii)Company or any Subsidiary Borrower of equity interests of an entity, (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection acquired entity shall be a Subsidiary of the Company or (B)(x) the acquired entity shall be merged with and into the Company or such Subsidiary Borrower substantially concurrently with such Acquisition, with the proposed Permitted Acquisition does not exceed $7,500,000 Company or such Subsidiary Borrower being the surviving corporation with voting control following such merger and (By) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower merger shall not be required to otherwise comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummatedSection 7.3(B). (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 7.13 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): ): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; ; (ii) except as provided for below, the US Borrower shall have given the Administrative Agent and the Lenders at least five ten (10) Business Days' ’ prior written notice of any Permitted Acquisition; ; (iii) except as provided for below, calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 8.01 and 7.10 (in each case, giving effect 8.02 for the Calculation Period most recently ended prior to the last sentence appearing therein) for the relevant Calculation Perioddate of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Effective Date, calculated as if the covenants contained in said Sections 7.09 8.01 and 7.10 (in each case, giving effect to the last sentence appearing therein) 8.02 had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); ; (iv) except as provided for below, based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 8.01 and 7.10 (in each case, giving effect to the last sentence appearing therein) 8.02 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 8.01 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) 8.02 through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; ; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition, when aggregated with the Acquisition Consideration payable in connection with all other Permitted Acquisitions consummated in such fiscal year does not exceed 35% (15%, if the Consolidated EBITDA of the Borrower and its Subsidiaries for the twelve-month period ending prior to the date of such Permitted Acquisition is less than $50,000,000 70,000,000) of the Consolidated Total Revenue of the Borrower and its Subsidiaries for the fiscal year of the Borrower previously ended prior to the date of such Permitted Acquisition, provided that to the extent the aggregate amount of Acquisition Consideration payable in connection with Permitted Acquisitions in any fiscal year of the Borrower (viicommencing with the fiscal year of the Borrower ending December 31, 2006) is less than the amount of the Acquisition Consideration permitted to be paid during such fiscal year (based on the relevant percentage of Consolidated Total Revenue for the prior fiscal year), an amount equal to 25% of such difference may be carried forward and utilized to make Permitted Acquisitions in the immediately succeeding fiscal year (it being understood and agreed that the amount of Acquisition Consideration paid in connection with any Permitted Acquisition in any fiscal year shall be applied first to reduce the amount (if any) carried forward pursuant to this proviso); (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; ; (viiivii) except as provided for below, the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five fifteen (15) Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; and (ixviii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions except as provided for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition)below, the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's ’s certificate executed by an Authorized Officer of the US Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixvii), inclusive, and containing the calculations required by the preceding clauses (iii), (iv) and (v); provided that, notwithstanding the foregoing, the notices, calculations, deliveries and other requirements contained in the preceding clauses (ii), (viii), (vi) and iv), (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (iivii) and (viii) above in connection with such shall not apply to any Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end having Acquisition Consideration of the fiscal quarter in which such Permitted Acquisition is consummatedno more than $10,000,000. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests Equity Interests of any Person, the capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.158.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US U.S. Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US U.S. Borrower shall have given the Administrative Agent and the Lenders Banks at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US U.S. Borrower of compliance with the 116 covenants contained in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) for the relevant period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma --- ----- Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore there tofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Restatement Effective Date, calculated as if the covenants contained in said Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US U.S. Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.09 and 7.10 9.10 ((A) in each case, giving effect to the last sentence appearing therein and (Btherein) using the covenant levels contained in of this Agreement as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US U.S. Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case 3.75:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all --- ----- other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivii) the US U.S. Borrower provides to the Administrative Agent and the Lenders, Banks as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixviii) after giving effect to such each Permitted Acquisition (and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US U.S. Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) therewith and all capital expenditures (and the financing thereof) reasonably anticipated by the US U.S. Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") 90 days following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,00010,000,000; and (xix) the US U.S. Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US U.S. Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixvi), inclusive, and (viii) and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ixviii); PROVIDED, HOWEVERprovided however, that so long as (Ax) the Maximum Permitted Consideration aggregate -------- ------- consideration (including, without limitation, cash, assumed debt and the principal amount of all issued promissory notes) payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 5,000,000 and (By) the Maximum Permitted Consideration aggregate consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration aggregate consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,00010,000,000, the US U.S. Borrower shall not be required to comply with clauses (ii) and (viiivii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (xix) above shall instead be delivered to the Administrative Administative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign relevant Pledge Agreement in accordance with the requirements of Section 7.159.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 ---------------------- 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower Holdings and its Wholly-Owned Subsidiaries and, solely with respect to the Stations identified to be acquired by it as provided in Schedule 7.24, Group II, may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given to the Administrative Agent and the Lenders at least five 10 Business Days' prior written notice of any Permitted Acquisition (or such shorter period of time as the Administrative Agent may reasonably agree to with respect to any Permitted Acquisition), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the US Borrower of Holdings showing compliance with the 116 financial covenants contained in Sections 7.09 and 7.10 (in each case9.08, giving effect 9.09 and, to the last sentence appearing therein) extent applicable, 9.10 for the relevant most recently ended Calculation Period, Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002)--- ----- Basis; (iv) based on good faith quarterly projections prepared by the US Borrower Holdings for the period from the date of the consummation of the respective Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the financial covenants contained set forth in Sections 7.09 and 7.10 (in each case9.08, giving effect 9.09 and, to the last sentence appearing therein) extent applicable, 9.10 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 7.09 and 7.10 ((A) in each case9.08, giving effect 9.09 and, to the last sentence appearing therein and (B) using the covenant levels contained in extent applicable, 9.10 as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) financial covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) immediately after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisitionconnection therewith), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected exceed (based on calculations made by x) $5,000,000 at any time that the US BorrowerTotal Revolving Loan Commitment is $125,000,000 or less or (y) $10,000,000 at all times during any time that the twelve-month period following Total Revolving Loan Commitment is greater than $125,000,000; (vi) the date of Acquired Entity or Business acquired pursuant to such Permitted Acquisition is located exclusively within the United States, provided that up to equal $10,000,000 of Permitted Acquisitions in the aggregate may -------- be consummated in any fiscal year of Holdings in which the Acquired Entity or exceed, $20,000,000Business conducts all or any material part of its business outside the United States; and (xvii) the US Borrower Holdings shall have delivered to the Administrative Agent an officer's a certificate executed by an Authorized Financial Officer of the US BorrowerHoldings, certifying, certifying to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ixvi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii) through (vi); provided, however, except with respect to the Stations identified as to be -------- ------- acquired by Holdings as provided in Schedule 7.24 (which Stations shall be transferred as provided in Section 8.17), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time case of each Permitted Acquisition involving effected by Holdings, Holdings will immediately following the creation or acquisition closing of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with each such Permitted Acquisition shall be pledged for transfer the benefit assets and/or the equity interests so acquired to the Borrower and/or a Wholly-Owned Subsidiary of the Secured Parties pursuant Borrower (including through a merger of any Person formed by Holdings to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and consummate each Borrower shall, and shall cause each Subsidiary that is formed to effect a such Permitted Acquisition or that is acquired pursuant to thereto with and into the Borrower and/or a Permitted Acquisition to, comply with, and execute and deliver all Wholly-Owned Subsidiary of the documentation required byBorrower, Sections 6.11 with the Borrower or such Wholly-Owned Subsidiary being the surviving corporation) and 7.15, the Borrower or such Wholly-Owned Subsidiary shall in turn transfer the FCC Licenses related to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed any such Stations to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIIILicense Subsidiaries.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation PeriodPeriod most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.09 and 7.10 9.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002therein) through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivi) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (xvii) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US BorrowerOfficer, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixvi), inclusive, and containing the calculations required by the preceding clauses (iii), ) and (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Material Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign a Pledge Agreement in accordance with the requirements of Section 7.159.15. (c) Holdings and each The Borrower shall, and shall cause each Material Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV of Sections 6.01 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the US U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US U.S. Borrower shall have given the Administrative Agent and (on behalf of the Lenders Lenders) at least five 5 Business Days' prior written notice of any the proposed Permitted Acquisition; (iii) calculations are made by the US U.S. Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.10 for the relevant respective Calculation Period, Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.08, 9.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.10 had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31Period), 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US U.S. Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the financial covenants contained set forth in Sections 7.09 9.08, 9.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.10 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the comply with such financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.earlier

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower RPP USA and its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower RPP USA shall have given the Administrative Agent and the Lenders at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower RPP USA of compliance with the 116 covenants contained in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (Ax) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (By) using the covenant levels contained in such Sections 7.09 9.09 and 7.10 9.10 for the Test Period ending March 31, 2002 2001 in connection with a Permitted Acquisition consummated prior to March 31, 20022001); (iv) based on good faith quarterly projections prepared by the US Borrower RPP USA for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.09 and 7.10 9.10 ((Ai) in each case, giving effect to the last sentence appearing therein and (Bii) using the covenant levels contained in such Sections 7.09 9.09 and 7.10 9.10 for the Test Period ending March 31, 2002 2001 for any portion of such period prior to March 31, 20022001) through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower RPP USA demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (Ax) 3.25:1.00 3.50:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, 2002 and (By) 3.00:1.00 3.25:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 50,000,000; (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower RPP USA provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-post- closing purchase price adjustments required (in the good faith determination of the US BorrowerRPP USA) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower RPP USA to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,00025,000,000; and (x) the US Borrower RPP USA shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US BorrowerRPP USA, certifying, certifying to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDEDprovided, HOWEVERhowever, that so -------- ------- long as (Ax) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (By) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower RPP USA shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.159.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower RPP USA (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the ----------------------- provisions of this Section 6.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such ------------------- Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDEDprovided, HOWEVERhowever, that so long as (A) the Maximum Permitted -------- ------- Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the US U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US U.S. Borrower shall have given the Administrative Agent and (on behalf of the Lenders Lenders) at least five 10 Business Days' prior written notice of any the proposed Permitted Acquisition; (iii) calculations are made by the US U.S. Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.13 for the relevant respective Calculation Period, Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.13 had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31Period), 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US U.S. Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the financial covenants contained set forth in Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.13 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 for the Test Period ending March 31, 2002 for any portion of 9.13 as compliance with such period prior to March 31, 2002) financial covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivi) the US U.S. Borrower provides to the Administrative Agent and (on behalf of the Lenders, ) as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixvii) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition (for such purpose, treating any related Permitted Acquisitions theretofore effected as a single Permitted Acquisition) does not exceed $100,000,000; provided that on the date of delivery to the Administrative Agent (on behalf of the Lenders) by the U.S. Borrower of an officer's certificate in connection with a proposed Permitted Acquisition (together with related calculations) showing compliance with a Leverage Ratio of 3.75:1.0 or less at such time, determined on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of the Calculation Period then last ended) had occurred on the first day of such Calculation Period, the $100,000,000 basket amount set forth above in this clause (vii) shall be increased to $150,000,000; (viii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 90180-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and exceed $75,000,000; (ix) such proposed Permitted Acquisition shall be reasonably expected (based on calculations made by effected in accordance with the US Borrower) at all times during the twelve-month period following the date relevant requirements of such Permitted Acquisition to equal or exceed, $20,000,000Section 8.19; and (x) the US U.S. Borrower determines in good faith that Holdings and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 9.04 in connection therewith); (xi) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction (for such purpose, treating as "Qualified Jurisdictions" the jurisdictions of organization of Fee Capped Foreign Subsidiary Guarantors deemed to be "Qualified Non-U.S. Obligors" pursuant to clause (i) of the proviso appearing in the definition of "Qualified Non-U.S. Obligors"), provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (xi) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (xii) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer's certificate executed by an Authorized Officer of the US U.S. Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixv), inclusive, and clauses (vii) through (xi), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (vvi), (vivii), (viii) and (ixxi); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a an Unrestricted Subsidiary, or the acquisition of capital stock or other equity interests Equity Interests of any PersonPerson (other than a Restricted Subsidiary of the U.S. Borrower), the all capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant Creditors as, and to the US Collateral extent required by, Section 8.11 and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15relevant Security Documents. (c) Holdings and each Borrower shall, and Each Credit Agreement Party shall cause each Subsidiary that is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.17, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower Credit Agreement Party that the certifications by the US Borrower each Credit Agreement Party (or by one or more of its respective Authorized Officers) pursuant to Section 6.14(a) 8.15 are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders Banks at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) for the relevant period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.09 and 7.10 9.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002therein) through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case 3.00:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 25,000,000 (or, in the case of the acquisition of Conex pursuant to a Permitted Acquisition, $40,000,000); (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, Banks as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,00015,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDEDprovided, HOWEVERhowever, that so -------- ------- long as (Ax) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 2,500,000 and (By) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,0005,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.159.15. (c) Holdings and each The Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 7.17 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries (other than the Unit Subsidiary) may from time to time after the Initial Borrowing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 10 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 8.9, 8.10 and 7.10 8.11 for the period of four consecutive fiscal quarters (in each case, giving effect taken as one accounting period) most recently ended prior to the last sentence appearing therein) for the relevant Calculation Perioddate of such Permitted Acquisition (each, a "CALCULATION PERIOD"), on a Pro Forma Basis PRO FORMA basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore theretofor consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Effective Date, calculated as if the covenants contained in said Sections 7.09 8.9, 8.10 and 7.10 (in each case, giving effect to the last sentence appearing therein) 8.11 had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US Borrower for shall certify, and the period from Administrative Agent shall have been satisfied in its reasonable discretion that, to the date best of the consummation of the Permitted Acquisition to the date that is one year thereafterBorrower's knowledge, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does could not exceed $50,000,000 reasonably be expected to result in materially increased tax, ERISA, environmental or other contingent liabilities with respect to Holdings, the Borrower or any of their respective Subsidiaries; (viiv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivi) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixvii) the aggregate amount invested in all such Permitted Acquisitions occurring on or after the Effective Date (when added, without duplication, to the aggregate amount invested pursuant to Section 8.5(q) after the Effective Date) shall not exceed $75,000,000 (although no more than $40,000,000 in the aggregate may be invested (whether pursuant to this Section 7.17 or Section 8.5(q) and, in the case of any investment in a Person which has both U.S. and non-U.S. assets or Subsidiaries, allocating the amount invested as reasonably determined by the Borrower in good faith) in Permitted Acquisitions of Persons which are organized, and/or assets which are located, outside the United States and Canada); (viii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) any Credit Event in connection with such Permitted Acquisition therewith, the Borrower may incur $50,000,000 (and all or $75,000,000 if Lenders and/or other Permitted Acquisitions for which such purchase price adjustments may be required to be madePersons (as contemplated in Section 2.1(d)) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired have provided Incremental Commitments of $30,000,000 pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD"Section 2.1) following such Permitted Acquisition (and or more of additional Revolving Outstandings in the businesses acquired pursuant to all other Permitted Acquisitions compliance with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, Credit Commitments and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; Borrowing Base restrictions then in effect and (xix) the US Borrower Holdings shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer the chief executive officer or chief financial officer of the US BorrowerHoldings, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixv), inclusive, (vii) and (viii) containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (iivii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated). (b) At the time of each Permitted Acquisition (x) involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any PersonPerson (in each case by a Credit Party, the or a Person that is required to be a Credit Party pursuant to this Credit Agreement), all capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged to the Collateral Agent for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign respective Pledge Agreement (although in accordance with the requirements case of an acquisition of any Subsidiary or Person which, after giving effect thereto, becomes a Non-Canadian Foreign Subsidiary, if the granting of a pledge of more than 66-2/3% of the voting capital stock or voting equity interests of such Non-Canadian Foreign Subsidiary would give rise to "deemed dividend" tax consequences under Section 956 of the Code, then not more than 65% of the outstanding voting capital stock or equity interests (plus 100% of the non-voting capital stock or equity interests) shall be required to be pledged to the Collateral Agent pursuant to the relevant Pledge Agreement) and/or (y) involving the acquisition of any Units, whether directly or by the acquisition of a Subsidiary which owns such Units (but not in the event such Units are acquired by, or such acquired Subsidiary constitutes, a Non-Canadian Foreign Subsidiary), the provisions of Section 7.157.18 shall be complied with at the time of the consummation of the respective Permitted Acquisition. (c) Holdings and each The Borrower shall, and shall cause each Subsidiary that (other than a Non-Canadian Foreign Subsidiary) which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 and 7.15Section 7.16, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 6.14 8.19 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 10 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09 and 7.10 9.10 for the Test Period (in each case, giving effect taken as one accounting period) most recently ended prior to the last sentence appearing therein) date of such Permitted Acquisition for the relevant which financial statements are available (each, a "Calculation Period"), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other --- ----- Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002)Period; (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.08, 9.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.10 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.08, 9.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in 9.10 as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivi) the US aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of the Borrower) of any common stock or Qualified Preferred Stock of the Borrower provides issued as part of the purchase price therefor (provided that no Default or Event of Default under Section 10.10 would result therefrom) and (III) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price arrangements) for any such proposed Permitted Acquisition shall not exceed either (A) $25,000,000 (or $12,500,000 in the case of the period from the Initial Borrowing Date through July 31, 1999) or (B) when added to the Administrative Agent and aggregate consideration paid for all other Permitted Acquisitions consummated during such fiscal year, $50,000,000 (or $12,500,000 in the Lenderscase of the period from the Initial Borrowing Date through July 31, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition1999); (ixvii) immediately after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisitionconnection therewith), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected exceed $5,000,000; (based on calculations made by viii) the US Borroweraggregate consideration paid in connection with all Permitted Acquisitions in which the Person or assets so acquired had more than 25% of their assets or annual revenues outside of the United States (as determined from the most recently available financial information for such Person or assets) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, does not exceed $20,000,000100,000,000; and (xix) the US Borrower shall have delivered to the Administrative Agent and each Lender an officer's certificate executed by an Authorized Officer a senior financial officer of the US Borrower, certifying, certifying to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ixviii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (iv), (vvi), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (iivii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated). (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any Person, the all capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to (and to the US Collateral and Guaranty Agreement or appropriate Foreign extent required by) the Pledge Agreement in accordance with the requirements of Section 7.15Agreement. (c) Holdings and each The Borrower shall, and shall will cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation as and to the extent required by, Sections 6.11 8.17 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.19(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 7 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.16 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given to the Administrative Agent and the Lenders at least five 10 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by Holding and the US Borrower of compliance with the 116 financial covenants contained in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 for the Test Period (in each case, giving effect taken as one accounting period) most recently ended prior to the last sentence appearing therein) date of such Permitted Acquisition for the relevant which financial statements are available (each a "Calculation Period"), on a Pro Forma PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002)Period; (iv) based on good faith quarterly projections prepared by Holding and the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.08, 9.09, 9.10 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.11 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.08, 9.09, 9.10 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in 9.11 as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivi) the US Borrower provides aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of Holding) of any common stock or Qualified Preferred Stock of Holding issued as part of the purchase price therefor (provided that no Default or Event of Default under Section 10.10 would result therefrom) and (III) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete, consulting or deferred compensation or purchase price arrangements (other than customary employment arrangements entered into with one or more of the selling shareholders of the respective Acquired Entity or Business on a basis consistent with past practice and so long as the payments made or to be made thereunder are treated as an expense which reduces Consolidated Net Income in accordance with generally accepted accounting principles) for any such proposed Permitted Acquisition shall not exceed either (A) $2,500,000 or (B) when added to the Administrative Agent and the Lendersaggregate consideration paid for all other Permitted Acquisitions consummated during such fiscal year, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition$7,500,000; (ixvii) immediately after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisitionconnection therewith), the Total Unutilized Revolving Loan 117 Commitment shall equal eaual or exceedexceed $7,500,000 and the Borrowing Base at such time, and shall be reasonably expected giving PRO FORMA effect to such Permitted Acquisition (based on calculations made by the US BorrowerBorrowing Base Certificate then being delivered pursuant to Section 8.01(j)(z)), would permit the Borrower to incur at least $7,500,000 of additional Revolving Loans; (viii) at the aggregate consideration paid in connection with all times during Permitted Acquisitions in which the twelve-month period following Person or assets so acquired had more than 10% of their assets or annual revenues outside of the date United States or Puerto Rico (as determined from the most recently available financial information for such Person or assets) does not exceed $3,000,000 in any fiscal year of such Permitted Acquisition to equal or exceed, $20,000,000Holding; and (xix) the US Borrower Holding shall have delivered to the Administrative Agent an officer's and each Lender a certificate executed by an Authorized Officer of the US Borrowerits chief financial officer, certifying, certifying to the best of such officer's knowledge, compliance with the requirements of the preceding clauses (i) through (ixviii), inclusive, and containing the calculations (in reasonable detail) (A) required by the preceding clauses (iii), (iv), (vvi), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (iivii) and (viii) above in connection with and (B) necessary to establish the Acquired Revenues of the Acquired Entity or Business acquired pursuant to such Permitted Acquisition and for the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in most recently ended 12 month period for which financial statements are available for such Permitted Acquisition is consummatedAcquired Entity or Business. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any Person, the all capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to (and to the US Collateral and Guaranty Agreement or appropriate Foreign extent required by) the Pledge Agreement in accordance with the requirements of Section 7.15Agreement. (c) Holdings and each The Borrower shall, and shall will cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation as and to the extent required by, Sections 6.11 8.12 and 7.159.16, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings each of Holding and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.16(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 7 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of ----------------------- this Section 6.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day 120 of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such ------------------- Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDEDprovided, HOWEVERhowever, that so long as -------- ------- 121 (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders Banks at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) for the relevant period of four (except in the case of any determination of Consolidated EBITDA for purposes of such Sections, which shall be measured on a two-quarter annualized basis as provided in the definition thereof) consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Original Effective Date, the First Restatement Effective Date or the Second Restatement Effective Date, calculated as if the covenants contained in said Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 ((A) in each casethe case of Section 9.11, giving effect to the last sentence appearing therein and (Btherein) using the covenant levels contained in of this Agreement as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case 3.0:1.0 on the last day of the relevant Calculation Period, on a Pro Forma PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivii) the US Borrower provides to the Administrative Agent and the Lenders, Banks as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixviii) after giving effect to such each Permitted Acquisition (and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) therewith and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.such

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation PeriodPeriod most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.09 and 7.10 9.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002therein) through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition (exclusive of the aggregate liquidation preference or fair market value, as applicable, of any Equity Interest issued by Holdings as consideration in connection with such Permitted Acquisition) does not exceed $50,000,000 20,000,000; (viivi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivii) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixviii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,00015,000,000; and (xix) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixviii), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ixviii); PROVIDED, HOWEVERprovided, however, that so long as (Ax) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 5,000,000 and (By) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such the proposed Permitted Acquisition, does not exceed $15,000,00010,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viiivii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (xix) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests Equity Interests of any Person, the capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty relevant Pledge Agreement or appropriate Foreign Pledge Agreement other Security Document in accordance with the requirements of Section 7.159.15. (c) Holdings and each The Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.15(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the US U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US U.S. Borrower shall have given the Administrative Agent and (on behalf of the Lenders Lenders) at least five 10 Business Days' prior written notice of any the proposed Permitted Acquisition; (iii) calculations are made by the US U.S. Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.09 for the relevant respective Calculation Period, Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective -103- Calculation Period occurs prior to the Initial Borrowing Restatement Effective Date, calculated as if the covenants contained in said Sections 7.09 9.08 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.09 had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31Period), 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiiv) the US U.S. Borrower provides to the Administrative Agent and (on behalf of the Lenders, ) as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixvi) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 90180-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and exceed $25,000,000; (vii) such proposed Permitted Acquisition shall be reasonably expected effected in accordance with the relevant requirements of Section 8.18; (based on calculations made by viii) the US Borrower) at all times during the twelve-month period following the date U.S. Borrower determines in good faith that Holdings and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to equal be incurred pursuant to Section 9.04 in connection therewith); (ix) substantially all of the Acquired Entity or exceedBusiness acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction (for such purpose, treating as "Qualified Jurisdictions" the jurisdictions of organization of Fee Capped Foreign Subsidiary Guarantors deemed to be "Qualified Non-U.S. Obligors" pursuant to clause (i) of the proviso appearing in the definition of "Qualified Non-U.S. Obligors"), provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (ix) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Restatement Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $20,000,000300,000,000; and (x) the US U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer's certificate executed by an Authorized Officer of the US U.S. Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (iv), inclusive, and clauses (vi) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, provided however that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter Fiscal Quarter as such proposed Permitted Acquisition, does not exceed $15,000,00050,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (xix) above shall instead not be delivered required to include the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummatedcalculations required by clause (iii) above. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a an Unrestricted Subsidiary, or the acquisition of capital stock or other equity interests Equity Interests of any PersonPerson (other than a Restricted Subsidiary of the U.S. Borrower), the all capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant Creditors as, and to the US Collateral extent required by, Section 8.11 and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15relevant Security Documents. (c) Holdings and each Borrower shall, and Each Credit Agreement Party shall cause each Subsidiary that is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.14, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower Credit Agreement Party that the certifications by the US Borrower each Credit Agreement Party (or by one or more of its respective Authorized Officers) pursuant to Section 6.14(a) 8.15 are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.12 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): ): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; ; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five ten Business Days' prior written notice of any Permitted Acquisition; Acquisition and shall have given the Lenders such other information related to the Person or business, division or product line being acquired and the Permitted Acquisition as any Lenders shall reasonably request, including, without limitation, due diligence materials, organizational documents, good standing certificates, governmental approvals and consents as the Required Lenders shall reasonably request; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period9.12, on a Pro Forma Basis as if the -67- 74 respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Periodconsummated) had occurred on the first day of such Calculation Periodthe relevant calculation period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); calculation period; (iv) the Borrower in good faith believes, based on good faith quarterly projections prepared calculations made by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date Borrower, on a Pro Forma Basis that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case9.08 through 9.12, giving effect inclusive, will continue to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from be met following the date of the consummation of the respective Permitted Acquisition; ; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition, when combined with the aggregate Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date and on or prior to the date of the consummation of the proposed Permitted Acquisition does not exceed $50,000,000 25,000,000; (viivi) all representations and warranties contained herein and in the other Credit Documents (other than those excepted by the Administrative Agent with respect to the Permitted Acquisition) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; ; (viiivii) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 10 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; ; (ixviii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures Capital Expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90180-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and exceed $15,000,000; (ix) the Administrative Agent shall be satisfied in its sole discretion that the proposed Permitted Acquisition could not reasonably be expected to result in a material increase in tax (based other than taxes on calculations made earnings generated by the US Borrower) at all times during relevant Permitted Acquisition), ERISA, environmental or other contingent liabilities with respect to the twelve-month period following the date Borrower or any of such Permitted Acquisition to equal or exceed, $20,000,000its Subsidiaries; and and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated). (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15Sections 8.11. (c) Holdings and each The Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 and 7.15, 8.11 to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officersauthorized officers) pursuant to Section 6.14(a8.12(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries the Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 10 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.09, 9.10 and 7.10 9.11 for the Test Period (in each case, giving effect taken as one accounting period) most recently ended prior to the last sentence appearing therein) date of such Permitted Acquisition for the relevant which financial statements are available (each, a "Calculation Period"), on a Pro Forma PRO FORMA Basis as if the respective Permitted Acquisition (as well as all -11- other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that (x) such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period and (y) the Total Leverage Ratio for this purpose, (A) if the first day of the respective such Calculation Period occurs prior also would have been less than the Total Leverage Ratio then required to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day be maintained under Section 9.11 so that no Default or Event of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002)Default exists thereunder by at least 0.25:1.00; (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.09, 9.10 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.11 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.09, 9.10 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in 9.11 as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003shall certify, and (B) 3.00:1.00 the Administrative Agent shall have been satisfied in the case of any Permitted Acquisition consummated thereafterits reasonable discretion, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with that the proposed Permitted Acquisition does could not exceed $50,000,000 reasonably be expected to result in increased tax, ERISA, environmental or other contingent liabilities with respect to Holdings or any of its Subsidiaries that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (viivi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects aspects as of such earlier date; (viiivii) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (viii) the aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of Holdings) of any common stock of Holdings, Qualified Preferred Stock of Holdings or 16% Redeemable Preferred Stock of Holdings issued as part of the purchase price therefor (provided that no Default or Event of Default under Section 9.13(a) or 10.10 would result therefrom) and (III) the aggregate amount paid and to be paid pursuant to any earn-out non-compete or deferred compensation or purchase price arrangements for any such proposed Permitted Acquisition and for all other Permitted Acquisitions consummated after the First Amendment Effective Date and prior to such Permitted Acquisition shall not exceed $225,000,000; (ix) no more than $170,000,000 of the aggregate consideration paid in connection with all such Permitted Acquisitions consummated after the First Amendment Effective Date shall be funded with Indebtedness (including Incremental Term Loans, Revolving Loans, Swingline Loans and/or Additional Subordinated Debt); (x) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisitionconnection therewith), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,00010,000,000; and (xxi) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, certifying to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ixvi), inclusive, (viii), (ix) and (x) and containing the calculations (in reasonable detail)(A) required by the preceding clauses (iii), (iv), (vviii), (viix) and (ix); PROVIDED, HOWEVER, that so long as (Ax) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) necessary to establish the Maximum Permitted Consideration paid in connection with Acquired EBITDA of the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered Acquired Entity or Business acquired pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving for the creation most recently ended 12 month period for which financial statements are available for such Acquired Entity or acquisition of a SubsidiaryBusiness, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition which calculations shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of reasonably approved by the Administrative Agent." 22. Section 8.19(a) of the Credit Agreement is hereby amended by inserting the following text immediately after the text "(da)" appearing therein: "Except as expressly permitted by Section 9.06(ix),". 23. Section 9.04(vii) The consummation of each Permitted Acquisition shall be deemed to be a representation the Credit Agreement is hereby amended by deleting the amount "$125,000,000" appearing therein and warranty by Holdings inserting the amount "$200,000,000" in lieu thereof. 24. Section 9.04(xv) of the Credit Agreement is hereby deleted and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officersfollowing new Section 9.04(xv) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted inserted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.lieu thereof:

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 6.10 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries any Qualified Subsidiary may from time to time from and after the first anniversary of the Final Cutover Date (as defined in the Transition Services Agreement) effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 5 Business Days' prior ’ written notice prior to the consummation of any Permitted Acquisition; (iii) the Borrower provides to the Administrative Agent and the Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (iv) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 7.11 and 7.10 (in each case, giving effect 7.12 for the Calculation Period most recently ended prior to the last sentence appearing therein) for the relevant Calculation Perioddate of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Closing Date, calculated as if the covenants contained in said Sections 7.09 7.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) 7.12 had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (ivv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 7.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) 7.12 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 7.11 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) 7.12 through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; Acquisition (v) calculations it being understood that projections as to future events are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in be viewed as facts and that actual results during the case of period or periods covered by any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in such projections may differ from the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Periodprojected results); (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixvii) after giving effect to such proposed Permitted Acquisition and the payment of all post-amounts (including fees and expenses) owing in connection therewith, the sum of (x) the Total Unutilized Revolving Commitment then in effect plus (y) the aggregate amount of all Unrestricted Cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors at such time shall equal or exceed the sum of (I) $25,000,000 plus (II) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post- closing purchase price adjustments adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments), in each case required (in the good faith determination of the US Borrower) or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments and other payments may be required to be made) and as determined by the Borrower in good faith plus (III) all capital expenditures Consolidated Capital Expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST“Post-CLOSING PERIOD"Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition); (viii) in the case of the creation or acquisition of a new Telco or Carrier Services Company pursuant to a Permitted Acquisition in circumstances where the capital stock or other equity interests of such Telco or Carrier Services Company are not permitted by applicable law, rule or regulation to be pledged and are not to be pledged under the Pledge Agreement, the Total Unutilized Revolving Loan 117 Commitment shall equal or Pro Forma EBITDA Test is satisfied; (ix) the aggregate amount of Permitted Acquisitions does not exceed, and shall be reasonably expected (based on calculations made by in the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceedaggregate, $20,000,000; 500,000,000 and (x) the US Borrower shall have delivered to the Administrative Agent an officer's ’s certificate executed by an Authorized Officer of the US BorrowerOfficer, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixvii), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (iivii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated). (b) Borrower and its Subsidiaries shall not consummate any Permitted Acquisition unless all approvals necessary or appropriate to effect such contemplated transaction, or for the continued operations of the Borrower, its Subsidiaries and the Person to be acquired though the Permitted Acquisition, have been obtained. (c) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with as, and to the requirements of extent required by, Section 7.157.07. (cd) Holdings and each The Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation (if any) required by, Sections 6.11 and 7.15Section 7.07, to the reasonable satisfaction of the Administrative Agent. (de) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a6.10(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 4 and VIII8. (f) Notwithstanding anything in this Section 6.10 to the contrary, consummation of the Transaction shall be permitted.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the US U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US U.S. Borrower shall have given the Administrative Agent and (on behalf of the Lenders Lenders) at least five 10 Business Days' prior written notice of any the proposed Permitted Acquisition; (iii) calculations are made by the US U.S. Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.13 for the relevant respective Calculation Period, Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.13 had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31Period), 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US U.S. Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the financial covenants contained set forth in Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.13 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 9.08, 9.09, 9.10, 9.11 and 7.10 for the Test Period ending March 31, 2002 for any portion of 9.13 as compliance with such period prior to March 31, 2002) financial covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivi) the US U.S. Borrower provides to the Administrative Agent and (on behalf of the Lenders, ) as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixvii) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition (for such purpose, treating any related Permitted Acquisitions theretofore effected as a single Permitted Acquisition) does not exceed $50,000,000; provided that on the date of delivery to the Administrative Agent (on behalf of the Lenders) by the U.S. Borrower of an officer's certificate in connection with a proposed Permitted Acquisition (together with related calculations) showing compliance with a Leverage Ratio of 3.75:1.0 or less at such time, determined on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of the Calculation Period then last ended) had occurred on the first day of such Calculation Period, the $50,000,000 basket amount set forth above in this clause (vii) shall be increased to $100,000,000; (viii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 90180-day period (such period for any Permitted Acquisition, a "POSTPost-CLOSING PERIODClosing Period") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and exceed $75,000,000; (ix) such proposed Permitted Acquisition shall be reasonably expected (based on calculations made by effected in accordance with the US Borrower) at all times during the twelve-month period following the date relevant requirements of such Permitted Acquisition to equal or exceed, $20,000,000Section 8.19; and (x) the US U.S. Borrower determines in good faith that Holdings and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 9.04 in connection therewith); (xi) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction (for such purpose, treating as "Qualified Jurisdictions" the jurisdictions of organization of Fee Capped Foreign Subsidiary Guarantors deemed to be "Qualified Non-U.S. Obligors" pursuant to clause (i) of the proviso appearing in the definition of "Qualified Non-U.S. Obligors"), provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (xi) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $200,000,000; and (xii) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer's certificate executed by an Authorized Officer of the US U.S. Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixv), inclusive, and clauses (vii) through (xi), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (vvi), (vivii), (viii) and (ixxi); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 15 Business Days' ’ prior written notice of any the proposed Permitted Acquisition; (iii) calculations are made by the US Borrower Holdings of (x) compliance with the 116 covenants contained in Sections 7.09 9.08 and 7.10 9.09 for the period of four consecutive fiscal quarters (in each case, giving effect taken as one accounting period) most recently ended prior to the last sentence appearing therein) for the relevant date of such Permitted Acquisition (each, a “Calculation Period”), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.08 and 7.10 9.09 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period Period) and (By) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection compliance with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, Section 9.09 immediately after giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; Acquisition (v) calculations are made by for this purpose, using the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not same ratio which will be required to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case be met on the last day of the relevant Calculation Period, first fiscal quarter ended on a Pro Forma Basis as if or after the date upon which the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Periodis consummated), and Holdings shall be in compliance therewith; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (viiiv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiiv) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixvi) after giving effect to such Permitted Acquisition and the payment Aggregate Consideration (excluding consideration consisting of all post-closing purchase price adjustments required (in the good faith determination of the US BorrowerHoldings Common Stock or Qualified Preferred Stock) payable in connection with such the proposed Permitted Acquisition does not exceed $35,000,000; (vii) the Aggregate Consideration payable in connection with the proposed Permitted Acquisition does not exceed $100,000,000; (viii) the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock or Qualified Preferred Stock) payable in connection with the proposed Permitted Acquisition, when combined with the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock and Qualified Preferred Stock) paid in connection with all other Permitted Acquisitions for which such purchase price adjustments may be required consummated prior to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by date of the US Borrower to be made in consummation of the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any proposed Permitted Acquisition, a "POST-CLOSING PERIOD"does not exceed $125,000,000; (ix) following such the Aggregate Consideration payable in connection with the proposed Permitted Acquisition (and Acquisition, when combined with the Aggregate Consideration paid in the businesses acquired pursuant to connection with all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following consummated prior to the date of such the consummation of the proposed Permitted Acquisition to equal or exceedAcquisition, does not exceed $20,000,000250,000,000; and (x) the US Borrower Holdings shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer's ’s certificate executed by an Authorized Officer of the US BorrowerHoldings, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixiv), inclusive, and clauses (vi), (vii), (viii) and (ix) and containing the calculations required by the preceding clauses (iii), (ivvi), (vvii), (viviii) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests Equity Interest of any Person, the all capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to, and to the US Collateral and Guaranty Agreement or appropriate Foreign extent required by, the Pledge Agreement in accordance with the requirements of Section 7.159.15. (c) Holdings and each The Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower Credit Agreement Party that the certifications by the US Borrower a Credit Agreement Party (or by one or more of its respective Authorized Officers) pursuant to Section 6.14(a) 8.14(a), are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders Banks at least five 5 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) for the relevant period of four (except in the case of any determination of Consolidated EBITDA for purposes of such Sections, which shall be measured on a two-quarter annualized basis as provided in the definition thereof) consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Second Restatement Effective Date or the Third Restatement Effective Date, calculated as if the covenants contained in said Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 (in each casethe case of Section 9.11, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.08, 9.09, 9.10 and 7.10 9.11 ((A) in each casethe case of Section 9.11, giving effect to the last sentence appearing therein and (Btherein) using the covenant levels contained in of this Agreement as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case 3.0:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis --- ----- as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivii) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the requirements of Section 7.15. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV and VIII.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 9.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower Operating Company and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower Operating Company shall have given the Administrative Agent and the Lenders at least five Business Days' prior written notice of any the proposed Permitted AcquisitionAcquisition in accordance with the definition thereof; (iii) calculations are made by the US Borrower Operating Company of (x) compliance with the 116 covenants contained in Sections 7.09 10.8, 10.9 and 7.10 10.10 for the period of four consecutive fiscal quarters (in each case, giving effect taken as one accounting period) most recently ended prior to the last sentence appearing therein) for the relevant date of such Permitted Acquisition (each, a “Calculation Period”), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Effective Date, calculated as if the covenants contained in said Sections 7.09 10.8, 10.9 and 7.10 (in each case, giving effect to the last sentence appearing therein) 10.10 had been applicable from the first day of the Calculation Period Period) and (By) using the covenant levels contained in such compliance, on a Pro Forma Basis, with Sections 7.09 10.8, 10.9 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, 10.10 immediately after giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; Acquisition (v) calculations are made by for this purpose, using the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not same ratio which will be required to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case be met on the last day of the relevant Calculation Period, first fiscal quarter ended on a Pro Forma Basis as if or after the date upon which the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after is consummated), and the first day of such Calculation Period) had occurred on the first day of such Calculation PeriodPartnership shall be in compliance therewith; (viiv) after giving effect to the Maximum updating of schedules to reflect transactions related to Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) Acquisitions, all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (viiiv) the US Borrower provides to the Administrative Agent and the Lenders, as soon as available but not later than five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower Partnership shall have delivered to the Administrative Agent on the earlier of (x) the delivery of the Notice of Borrowing of an Acquisition Loan, or (y) the date of the consummation of such proposed Permitted Acquisition, an officer's ’s certificate executed by an Authorized Officer of the US BorrowerGeneral Partner, certifying, certifying to the best of such officer's ’s knowledge, compliance with the requirements of preceding clauses (i) through (ixv), inclusive, and containing the calculations required by the preceding clauses clause (iii), (iv), (v), (vi) and (ix); PROVIDED, HOWEVER, that so long as (A) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests Equity Interest of any Person, the all capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to, and to the US Collateral and Guaranty Agreement or appropriate Foreign extent required by, the Pledge Agreement in accordance with the requirements of Section 7.1510.15. (c) Holdings and each Borrower shall, and The Borrowers shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 9.11 and 7.1510.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each Borrower Credit Party that the certifications by the US Borrower a Credit Party (or by one or more of its respective Authorized OfficersOfficers on its behalf) pursuant to Section 6.14(a) 9.14(a), are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 7 and VIII11.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries the Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 10 Business Days' prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.09, 9.10 and 7.10 9.11 for the Test Period (in each case, giving effect taken as one accounting period) most recently ended prior to the last sentence appearing therein) date of such Permitted Acquisition for the relevant which financial statements are available (each, a "Calculation Period"), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002)Period; (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.09, 9.10 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.11 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.09, 9.10 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in 9.11 as compliance with such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) covenants would be required through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003shall certify, and (B) 3.00:1.00 the Administrative Agent shall have been satisfied in the case of any Permitted Acquisition consummated thereafterits reasonable discretion, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with that the proposed Permitted Acquisition does could not exceed $50,000,000 reasonably be expected to result in increased tax, ERISA, environmental or other contingent liabilities with respect to Holdings or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (viivi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivii) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (viii) the aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of Holdings) of any common stock or Qualified Preferred Stock of Holdings issued as part of the purchase price therefor (provided that no Default or Event of Default under Section 10.10 would result therefrom) and (III) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price arrangements for any such proposed Permitted Acquisition and for all other Permitted Acquisitions consummated prior to such Permitted Acquisition shall not exceed $75,000,000, provided that such amount may be increased to $125,000,000 if at the time of any Permitted Acquisition, and after giving effect thereto, the Senior Leverage Ratio for the respective Calculation Period, calculated on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, is less than or equal to 2.50:1.00; (ix) no more than $25,000,000 of the aggregate consideration paid in connection with all such Permitted Acquisitions shall be funded with Indebtedness (including Revolving Loans, Swingline Loans and/or Additional Subordinated Debt), provided that if at the time of any Permitted Acquisition, and after giving effect thereto, the Senior Leverage Ratio for the respective Calculation Period, calculated on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, is less than or equal to 2.50:1:.00, then the aggregate principal amount of such Indebtedness may be increased to $75,000,000, provided, however, in no event shall more than $25,000,000 of proceeds of Revolving Loans and Swingline Loans in the aggregate be used to fund Permitted Acquisitions; (x) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST-CLOSING PERIOD") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisitionconnection therewith), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,0005,000,000; and (xxi) the US Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer of the US Borrower, certifying, certifying to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (ixvi), inclusive, (viii), (ix) and (x) and containing the calculations (in reasonable detail) (A) required by the preceding clauses (iii), (iv), (vviii), (viix) and (ix); PROVIDED, HOWEVER, that so long as (Ax) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) necessary to establish the Maximum Permitted Consideration paid in connection with Acquired EBITDA of the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required Acquired Entity or Business acquired pursuant to comply with clauses (ii) and (viii) above in connection with such each Permitted Acquisition and for the officer's certificate otherwise required to most recently ended 12 month period for which financial statements are available for such Acquired Entity or Business, which calculations shall be delivered pursuant to clause (x) above shall instead be delivered to reasonably approved by the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummatedAgent. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests interest of any Person, the all capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to (and to the US Collateral and Guaranty Agreement or appropriate Foreign extent required by) the Pledge Agreement in accordance with the requirements of Section 7.15Agreement. (c) Holdings and each Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.14(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 6.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at least five 5 Business Days' ’ prior written notice of any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation PeriodPeriod most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002Period); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that which is one year thereafter, the level of financial performance measured by the covenants contained set forth in Sections 7.09 9.09 and 7.10 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 9.09 and 7.10 9.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002therein) through the date that which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition (exclusive of the aggregate liquidation preference or fair market value, as applicable, of any Equity Interest issued by Holdings as consideration in connection with such Permitted Acquisition) does not exceed $50,000,000 20,000,000; (viivi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (viiivii) the US Borrower provides to the Administrative Agent and the Lenders, Lenders as soon as available but not later than five 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (ixviii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a "POST“Post-CLOSING PERIOD"Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceed, and shall be reasonably expected (based on calculations made by the US Borrower) at all times during the twelve-month period following the date of such Permitted Acquisition to equal or exceed, exceed $20,000,00015,000,000; and (xix) the US Borrower shall have delivered to the Administrative Agent an officer's ’s certificate executed by an Authorized Officer of the US Borrower, certifying, certifying to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ixviii), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ixviii); PROVIDED, HOWEVERprovided, however, that so long as (Ax) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 5,000,000 and (By) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such the proposed Permitted Acquisition, does not exceed $15,000,00010,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viiivii) above in connection with such Permitted Acquisition and the officer's ’s certificate otherwise required to be delivered pursuant to clause (xix) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests Equity Interests of any Person, the capital stock or other equity interests Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties Creditors pursuant to the US Collateral and Guaranty relevant Pledge Agreement or appropriate Foreign Pledge Agreement other Security Document in accordance with the requirements of Section 7.159.15. (c) Holdings and each The Borrower shall, and shall cause each Subsidiary that which is formed to effect effect, or is acquired pursuant to, a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with, and to execute and deliver deliver, all of the documentation required by, Sections 6.11 8.11 and 7.159.15, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by Holdings and each the Borrower that the certifications by the US Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.14(a8.15(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles IV Sections 6 and VIII10.