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.

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.

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.such

Permitted Acquisitions. (a) Subject to the ----------------------- provisions of this Section 6.14 8.14, Section 9.02(vii) and the requirements contained in the definition of Permitted Acquisition, the US Borrower Borrowers and its Wholly-Owned their Restricted Subsidiaries may from time to time after the Third Restatement Effective 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 Borrowers shall have given the Administrative Agent and the Lenders Banks at least five 10 Business Days' prior written notice of any Permitted Acquisition; , (iiiii) based on 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, Borrowers on a Pro Forma Basis as if after giving effect to the respective Permitted Acquisition and any Indebtedness (as well as all other including without limitation Permitted Acquisitions theretofore consummated after Acquired Debt) or Disqualified Preferred Stock incurred, issued or assumed in connection with the first day respective Permitted Acquisition or to finance same, (x) no Default or Event of such Calculation Period) had occurred on the first day of such Calculation PeriodDefault will exist under, and such calculations shall show that such financial covenants or would have been complied with if existed during the Permitted Acquisition had occurred on periods covered by, 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 financial covenants contained in said Sections 7.09 9.08 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day 9.09 of the Calculation Period this Agreement and (By) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31if any Indebtedness or Disqualified Preferred Stock is being incurred, 2002 issued or assumed in connection with a the respective Permitted Acquisition consummated prior or to March 31finance same (excluding, 2002however, Permitted Acquired Debt in connection with any Permitted Acquisition where the only Indebtedness or Disqualified Preferred Stock being incurred, issued or assumed in connection therewith or to finance same is Permitted Acquired Debt); , the Senior Debt Leverage Ratio shall not exceed 3.5:1.0, (iviii) based on good faith quarterly projections prepared by the US Borrower Borrowers 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 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.09 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 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in 9.09 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 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; (viiv) the Maximum Permitted Consideration payable Administrative Agent shall have been satisfied in connection with its reasonable dis- cretion that the proposed Permitted Acquisition does could not exceed $50,000,000 (vii) all representations and warranties contained herein and reasonably be expected to result 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)materially increased tax, 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 ERISA or similar agreement environmental liabilities with respect to such Permitted Acquisition; (ix) after giving effect to such Furniture Brands or any of its Restricted Subsidiaries, it being understood that any deter- mination of whether the proposed Permitted Acquisition and the payment of all post-closing purchase price adjustments required (could reasonably be expected to result 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 Acquisitionmaterially increased tax, 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)ERISA or environmental liabilities shall take into account, the Total Unutilized Revolving Loan 117 Commitment shall equal or exceedinter alia, 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) any available indemnities and (y) the US Borrower timing and likelihood of payment thereunder and (v) the Borrowers shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer Representative of the US BorrowerBorrowers, certifying, certifying (A) to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, (ii) and (iii) and containing the calculations required by the preceding clauses (iii), (iv), (v), (viii) and (ix); provided, however, that so long as (Aiii) 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 compliance 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 requirements of the fiscal quarter in which such Permitted Acquisition is consummatedSection 9.02(vii).

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-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.

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, provided however, that so long as (Ax) the Maximum Permitted aggregate -------- ------- Consideration 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.

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.

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 "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, 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); 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 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.

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-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, 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.

Permitted Acquisitions. (a) Subject to the ----------------------- remaining provisions of this Section 6.14 8.14 applicable thereto and the requirements contained in the definition of Permitted Acquisition, the US Borrower and its Wholly-Owned Subsidiaries Company may from time to time after the Restatement Effective Date effect Permitted Acquisitions, so long as (x) with respect to each Permitted Acquisition, (A) the aggregate amount of cash expended in each case except to connection with such Permitted Acquisition plus the extent aggregate principal amount of Permitted Acquired Debt incurred or assumed in connection therewith, shall not exceed $30,000,000 without the prior written consent of the Required Lenders otherwise specifically agree Banks, (B) the aggregate principal amount of Permitted Acquired Debt from all Permitted Acquisitions incurred in writing any fiscal year of the Company plus the aggregate amount of cash expended in such fiscal year to effect Permitted Acquisitions shall not exceed $50,000,000; provided that the case aggregate limitation set forth in this clause (B) may be exceeded in any fiscal year by an amount not to exceed the Additional Permitted Acquisition Amount for such fiscal year if, and only if, at the time of a specific the consummation of any Permitted Acquisition): (i) Acquisition pursuant to this proviso no Default or Event of Default then exists and the Company's Leverage Ratio, as determined on the date of the consummation of the respective Permitted Acquisition on a Pro Forma Basis is less than the Leverage Ratio required to be maintained at such time pursuant to Section 9.10 by at least 0.25:1, and so long as a certificate of the chief financial officer of the Company (showing the calculations required above in reasonable detail) is furnished to the foregoing effect, (C) the aggregate principal amount of outstanding Permitted Acquired Debt from all Permitted Acquisitions shall be not exceed the amount permitted to remain outstanding pursuant to Section 9.04(viii), (D) no Event of Default is in existence at the time of the consummation of the proposed such Permitted Acquisition or immediately would exist after giving effect thereto; thereto and (iiE) the US Borrower Company shall have given the Administrative Agent and the Lenders Banks at least five Business Days10 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.

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).

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).

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), (iv), (v), ) through (vi) and (ix); provided, however, that so long except with respect to the Stations identified as (A) the Maximum Permitted to be -------- ------- Consideration payable acquired by Holdings as provided in connection with Schedule 7.24 (which Stations shall be transferred as provided in Section 8.17), in the proposed case of each Permitted Acquisition does not exceed $7,500,000 and (B) effected by Holdings, Holdings will immediately following 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 closing of each such Permitted Acquisition and transfer the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered assets and/or the equity interests so acquired to the Administrative Agent within 45 days following the end Borrower and/or a Wholly-Owned Subsidiary of the fiscal quarter in which Borrower (including through a merger of any Person formed by Holdings to consummate each such Permitted Acquisition is consummatedor acquired pursuant thereto with and into the Borrower and/or a Wholly-Owned Subsidiary of the Borrower, with the Borrower or such Wholly-Owned Subsidiary being the surviving corporation) and the Borrower or such Wholly-Owned Subsidiary shall in turn transfer the FCC Licenses related to any such Stations to one or more License Subsidiaries.

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 "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.121

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.earlier

Permitted Acquisitions. The term PERMITTED ACQUISITION means an ACQUISITION by any BORROWER pursuant to an ACQUISITION AGREEMENT provided: (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 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 EVENT OF DEFAULT 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 or 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) occur after giving effect to such Permitted Acquisition ACQUISITION; (b) the BORROWERS and the payment of consolidated SUBSIDIARIES shall have demonstrated in a writing delivered to the LENDER full compliance with all post-closing purchase price adjustments required (in the good faith determination of the US Borrowerterms and provisions of this AGREEMENT (including but not limited to the financial covenants set forth in Sections 6.21, 6.22, 6.23, and 6.24 hereof) in connection with before giving effect to such Permitted Acquisition ACQUISITION and, on a pro forma basis, after giving effect to such ACQUISITION; (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be madec) and all capital expenditures (the BORROWERS and the financing thereof) reasonably anticipated by consolidated SUBSIDIARIES shall have demonstrated to the US Borrower LENDER in writing that, after giving full effect to the ACQUISITION, the TANGIBLE NET WORTH of the BORROWERS and the consolidated SUBSIDIARIES shall not be made in the business acquired pursuant less than their TANGIBLE NET WORTH immediately prior to such Permitted Acquisition within ACQUISITION; (d) the 90net income (determined in accordance with G.A.A.P.) of the TARGET for the most 12-day month period most recently preceding the ACQUISITION is not less than One Dollar (such period for any Permitted Acquisition$1.00), unless the ACQUISTION is a "Post-Closing Period"true asset purchase only; (e) following such ------------------- Permitted Acquisition the TARGET is a going concern (unless the ACQUISITION is a true asset purchase only), organized under one of the states of the United States and located solely in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition(or if an asset purchase, whose assets are located solely in), the Total Unutilized Revolving Loan 117 Commitment shall equal or exceedUnited States, and shall be reasonably expected is in substantially the same line of business as the BORROWERS or a complementary line of business; (based on calculations made f) a BORROWER is the surviving, controlling corporation upon the consummation of such ACQUISITION; (g) such ACQUISITION was not preceded by an unsolicited tender offer for the CAPITAL STOCK of the TARGET that was not recommended or approved by the US Borrower) at all times during TARGETS board of directors or similar governing body, and the twelve-month period following the date of such Permitted Acquisition to equal or exceed, $20,000,000; and (x) the US Borrower BORROWER shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer LENDER evidence satisfactory to the LENDER that the board of directors or similar governing body of the US Borrower, certifying, TARGET has approved such ACQUISITION; (h) the TARGET is not subject to any material pending litigation which could reasonably be expected to have a material adverse effect on the best of such officer's knowledge, compliance with the requirements of preceding clauses BORROWERS or any SUBSIDIARY; (i) through the BORROWERS have given the LENDER at least fifteen (ix), inclusive, and containing 15) BUSINESS DAYS prior written notice of the calculations required by closing of the preceding clauses (iii), (iv), (v), (vi) ACQUISITION; and (ix); provided, however, that so long as (Aj) if the Maximum Permitted -------- ------- Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 aggregate value of cash and (B) the Maximum Permitted Consideration securities 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 issued in connection with such Permitted Acquisition and transaction (including the officer's certificate otherwise required maximum amount of any compensation or consideration which such BORROWER is obligated to be delivered pursuant to clause (x) above shall instead be delivered pay in connection therewith in addition to the Administrative Agent within 45 days following purchase price) is One Million Dollars ($1,000,000.00) or more, such transaction has been approved by the end LENDER, which approval shall be subject to the review by the LENDER of all documentation and financial analysis related to the fiscal quarter in which such Permitted Acquisition is consummatedtransaction as the LENDER shall reasonably require.

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.

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.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 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 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."

Permitted Acquisitions. (a) Subject to the ----------------------- provisions of this Section 6.14 6.13 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): as: (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 111 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 Effective 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 December 31, 2002 2005, in connection with a Permitted Acquisition consummated prior to March December 31, 20022005); (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 50,000,000; (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; (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 (xvi) 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, 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 (iii), (iv), (v), (vi) and (ixiv); 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 $15,000,00025,000,000, the US Borrower shall not be required to comply with clauses clause (ii) and (viii) above in connection with such Permitted Acquisition and the substance of the officer's ’s certificate otherwise required to be delivered pursuant to clause (xvi) above shall instead be included as part of the next officer’s certificate required to be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummatedunder Section 6.01(d).

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 the proposed Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 9.08 and 7.10 9.09 (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 9.08 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 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 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 2.50:1.0 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 (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) in the US event the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition is equal to or greater than $20,000,000, the 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; (vii) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $80,000,000 (of which no more than $50,000,000 shall consist of cash); (viii) the Maximum Permitted Consideration payable in cash in connection with the proposed Permitted Acquisition, when combined with the aggregate Maximum Permitted Consideration paid in cash in connection with all other Permitted Acquisitions consummated during the six-month period prior to the date of the consummation of the proposed Permitted Acquisition, does not exceed $125,000,000; (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, exceed $20,000,00025,000,000; 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 (ixv), inclusive, and clauses (vii), (viii) and (ix) and containing the calculations required by the preceding clauses (iii), (iv), (vvii), (viviii) and (ix); provided, however, provided that so long as (A) the Maximum Permitted for purposes of -------- ------- 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 determining compliance with clauses (iivii) and (viii) above above, shares of Borrower Common Stock purchased on the open-market in reliance on Section 9.06(vi) and issued as consideration to the respective seller in connection with such the respective proposed Permitted Acquisition and the officer's certificate otherwise required shall be deemed to be delivered pursuant cash consideration, with the value of such shares to clause (x) above shall instead be delivered to determined as provided in the Administrative Agent within 45 days following the end definition of the fiscal quarter in which such Maximum Permitted Acquisition is consummatedConsideration.

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 "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 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.

Permitted Acquisitions. (a) Subject to the ----------------------- provisions of this Section 6.14 8.14, Section 9.02(vii) and the requirements contained in the definition of Permitted Acquisition, the US Borrower Borrowers and its Wholly-Owned their Restricted Subsidiaries may from time to time after the Second Restatement Effective 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 Borrowers shall have given the Administrative Agent and the Lenders Banks at least five 10 Business Days' prior written notice of any Permitted Acquisition; , (iiiii) based on 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, Borrowers on a Pro Forma Basis as if after giving effect to the respective Permitted Acquisition and any Indebtedness (as well as all other including without limitation Permitted Acquisitions theretofore consummated after Acquired Debt) or Disqualified Preferred Stock incurred, issued or assumed in connection with the first day respective Permitted Acquisition or to finance same, (x) no Default or Event of such Calculation Period) had occurred on the first day of such Calculation PeriodDefault will exist under, and such calculations shall show that such financial covenants or would have been complied with if existed during the Permitted Acquisition had occurred on periods covered by, 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 financial covenants contained in said Sections 7.09 9.08 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day 9.09 of the Calculation Period this Agreement and (By) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31if any Indebtedness or Disqualified Preferred Stock is being incurred, 2002 issued or assumed in connection with a the respective Permitted Acquisition consummated prior or to March 31finance same (excluding, 2002however, Permitted Acquired Debt in connection with any Permitted Acquisition where the only Indebtedness or Disqualified Preferred Stock being incurred, issued or assumed in connection therewith or to finance same is Permitted Acquired Debt); , the Senior Debt Leverage Ratio shall not exceed 3.5:1.0, (iviii) based on good faith quarterly projections prepared by the US Borrower Borrowers 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 and 7.10 (in each case, giving effect to the last sentence appearing therein) 9.09 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 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in 9.09 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 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; (viiv) the Maximum Permitted Consideration payable Administrative Agent shall have been satisfied in connection with its reasonable discretion that the proposed Permitted Acquisition does could not exceed $50,000,000 (vii) all representations and warranties contained herein and reasonably be expected to result 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)materially increased tax, 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 ERISA or similar agreement environmental liabilities with respect to such Permitted Acquisition; (ix) after giving effect to such Furniture Brands or any of its Restricted Subsidiaries, it being understood that any determination of whether the proposed Permitted Acquisition and the payment of all post-closing purchase price adjustments required (could reasonably be expected to result 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 Acquisitionmaterially increased tax, 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)ERISA or environmental liabilities shall take into account, the Total Unutilized Revolving Loan 117 Commitment shall equal or exceedinter alia, 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) any available indemnities and (y) the US Borrower timing and likelihood of payment thereunder and (v) the Borrowers shall have delivered to the Administrative Agent an officer's certificate executed by an Authorized Officer Representative of the US BorrowerBorrowers, certifying, certifying (A) to the best of such officer's his knowledge, compliance with the requirements of preceding clauses (i) through (ix), inclusive, (ii) and (iii) and containing the calculations required by the preceding clauses (iii), (iv), (v), (viii) and (ix); provided, however, that so long as (Aiii) 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 compliance 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 requirements of the fiscal quarter in which such Permitted Acquisition is consummatedSection 9.02(vii).

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).

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 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 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 Restatement Effective Date and prior to such Permitted Acquisition shall not exceed $125,000,000; (ix) no more than $50,000,000 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 3.00:1.00, 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 consummated after the Restatement Effective Date; (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.

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 "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 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.

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 SMT 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 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, 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 period of four (except Section 9.11, which is measured on a two quarter-annualized basis as provided in the relevant defined terms as used therein) 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 and 7.10 (in each case9.08, 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 case9.09, 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.9.10 and

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.

Permitted Acquisitions. (a) Subject to the ----------------------- provisions of this Section 6.14 6.13 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): as: (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 Effective 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 December 31, 2002 2005, in connection with a Permitted Acquisition consummated prior to March December 31, 20022005); (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 50,000,000; (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; (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 (xvi) 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, 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 (iii), (iv), (v), (vi) and (ixiv); 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 $15,000,00025,000,000, the US Borrower shall not be required to comply with clauses clause (ii) and (viii) above in connection with such Permitted Acquisition and the substance of the officer's ’s certificate otherwise required to be delivered pursuant to clause (xvi) above shall instead be included as part of the next officer’s certificate required to be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummatedunder Section 6.01(d).