Common use of Limitation on Acquisitions Clause in Contracts

Limitation on Acquisitions. Make any Acquisition other than a non-hostile Acquisition (a "Permitted Acquisition"); provided; however, that in the case of each such Permitted Acquisition, (i) the Borrower making such Permitted Acquisition is the surviving entity, (ii) the business to be acquired is predominantly in such Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the United States, (iii) the Borrower shall have obtained the prior written consent of the Required Lenders for any Permitted Acquisition, the cash portion of which total consideration exceeds $5,000,000, (iv) the cash portion of any Permitted Acquisition may not exceed $10,000,000, (v) the business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) for the immediately preceding fiscal year, (vi) at the time of, and after giving effect to, any Permitted Acquisition, (x) no Default or Event of Default has occurred an is continuing and (y) Newco, on a consolidated basis, shall be in compliance with all of the financial covenants contained in Section 6 of this Agreement and the Borrowers shall provide evidence of such compliance on a pro forma basis in the case of a Permitted Acquisition, and (vii) each new Subsidiary of the Borrower acquired through a Permitted Acquisition shall become a Guarantor under this Agreement. For purposes of this Section 6.16, "cash portion" shall mean the sum of (x) the amount in Dollars actually paid by such Borrower upon the closing of the Permitted Acquisition and (y) the aggregate amount of Indebtedness assumed by such Borrower in connection with the Permitted Acquisition.

Limitation on Acquisitions. Make Purchase or enter into any Acquisition agreement -------------------------- (including letters of intent other than letters of intent that do not provide for a non-hostile Acquisition (a "Permitted Acquisition"); provided; however, that deposit or payment by the Borrower or any Restricted Subsidiary of more than $20,000 individually or $100,000 in the aggregate at any time for all such letters of intent then in effect) to purchase or option to purchase any stock, bonds, notes, debentures or other securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of each such Permitted Acquisitiona radio broadcasting station of, or a business unit of, any Person (icollectively, "Acquisitions") the Borrower making such Permitted Acquisition is the surviving entity, (ii) the business to be acquired is predominantly in such Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the United States, (iii) the Borrower shall have obtained without the prior written consent of the Required Majority Lenders; ------------- provided, however, that: (a) the Borrower may enter into purchase contracts for -------- (i) the WDYL Acquisition on the terms set out in the in the Second Amendment to Credit Agreement and Limited Waiver among the Lenders for any Permitted Acquisitionand the Borrower dated February 9, 1999, (iii) the cash portion of which total consideration exceeds $5,000,000WFUN Acquisition on the terms set out in the Limited Waiver among the Lenders and the Borrower dated November 23, 1998, (iv) the cash portion of any Permitted WKJS Acquisition may not exceed $10,000,000and the WSOJ Acquisition on the terms described in Schedule 8.7, and (v) the business XXXX ------------ Acquisition on the terms set out in the Limited Waiver among the Lenders and the Borrower (the foregoing permissions being limited to be acquired has achieved net income before interest the entering into such contracts and taxes the payment of xxxxxxx money deposits, but not less than One Dollar extending to the Borrower's closing of any such Acquisition), provided in the case of the XXXX -------- Acquisition that the terms and provisions of the related Asset Purchase Agreement, escrow deposit agreement and related documentation are satisfactory in form and substance to the Administrative Agent and the Lenders; ($1.00b) for the immediately preceding fiscal year, (vi) at Borrower may consummate the time ofAtlanta Acquisition and the Dogwood Acquisition, and after giving effect to, any Permitted Acquisition, (xc) so long as (i) no Default or Event of Default shall have occurred and be continuing either immediately before or immediately after such Acquisition, (ii) the Borrower has occurred closed or is closing concurrently with such Acquisition its initial Public Equity Offering and received net cash proceeds therefrom in an amount not less than $50,000,000 (excluding any amounts expended out of the proceeds of such Offering used to repurchase the Senior Preferred Stock and the Warrants referred to in clause (iii) below) and (iii) all of the Senior Preferred Stock and accrued dividends thereon outstanding on the Initial Effective Date shall have been repurchased or is continuing being repurchased concurrently with such Acquisition and all of the Warrants outstanding on the Initial Effective Date shall have been exercised for common stock of the Borrower pursuant to the terms and provisions of the Warrant Certificates as in effect on the Initial Effective Date: (A) the Borrower may make Acquisitions of radio broadcasting stations (or 100% of the capital stock of any Person owning radio broadcasting stations) ("Industry Acquisitions"), provided that, (x) concurrently with such --------------------- -------- Acquisition, such Person becomes a Wholly Owned Restricted Subsidiary of the Borrower, (y) Newco, the total consideration for Industry Acquisitions (excluding the Allur Acquisition and the Xxxx Acquisition) singly or in the aggregate do not exceed $50,000,000 in the aggregate in the period beginning on a consolidated basis, shall be in compliance with all of the financial covenants contained in Section 6 Initial Effective Date and continuing through the term of this Agreement and (z) such Acquisitions are in markets ranked by Arbitron as one of the Borrowers shall provide evidence of such compliance on a pro forma basis 30 largest markets in the case of a United States (the transactions described in clause (A) above or otherwise permitted by the Majority Lenders being herein referred to collectively as "Permitted Acquisition, and (vii) each new Subsidiary of the Borrower acquired through a Permitted Acquisition shall become a Guarantor under this Agreement--------- Acquisitions"). For purposes of this Section 6.16, "cash portion" shall mean the sum of (x) the amount in Dollars actually paid by such Borrower upon the closing of the Permitted Acquisition and (y) the aggregate amount of Indebtedness assumed by such Borrower in connection with the Permitted Acquisition.------------

Limitation on Acquisitions. Make The Borrower will not, and will cause each of its Restricted Subsidiaries not to, purchase any Acquisition Equity Interests, bonds, notes, debentures or other securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of a radio broadcasting station of, or a business unit of, any Person (other than a non-hostile Acquisition (a "Permitted Acquisition"); provided; however, that in the case of each such Permitted Acquisition, (i) the Borrower making such Permitted Acquisition or a Person that is the surviving entitycurrently a Restricted Subsidiary) (collectively, (ii“Acquisitions”) the business to be acquired is predominantly in such Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the United States, (iii) the Borrower shall have obtained without the prior written consent of the Required Lenders for any except Acquisitions of assets to be utilized in connection with a Permitted AcquisitionLine of Business so long as (a) no Default shall have occurred and be continuing or would result therefrom and (b) (i) with respect to Acquisitions with a purchase price less than $50,000,000, the cash portion Borrower shall have delivered to the Administrative Agent at least 5 days prior to the consummation of which total consideration exceeds $5,000,000, such Acquisition (ivor such lesser time as acceptable to the Administrative Agent) the cash portion of any Permitted Acquisition may not exceed $10,000,000, (v) the business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) for the immediately preceding fiscal year, (vi) at the time of, and a Compliance Certificate demonstrating pro-forma compliance after giving effect to, any Permitted Acquisition, (x) no Default or Event of Default has occurred an is continuing and (y) Newco, on a consolidated basis, shall be in compliance with all of to the financial covenants contained in Section 6 of this Agreement and the Borrowers shall provide evidence of such compliance on a pro forma basis in the case of a Permitted Acquisition, and (viiii) each new Subsidiary with respect to Acquisitions with a purchase price equal to or more than $50,000,000, the Borrower shall have delivered to the Administrative Agent at least 5 days prior to the consummation of such Acquisition (or such lesser time as acceptable to the Administrative Agent) an Acquisition report signed on behalf of the Borrower acquired through by the President, a Vice President or a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent, together with a Compliance Certificate evidencing pro-forma compliance after giving effect to such Permitted Acquisition shall become for a Guarantor under this Agreementperiod of one year, together with supporting projections with respect thereto. For purposes of this Section 6.16, "cash portion" shall mean (The transactions described above or otherwise permitted by the sum of (x) the amount in Dollars actually paid by such Borrower upon the closing of the Required Lenders being herein referred to collectively as “Permitted Acquisition and (y) the aggregate amount of Indebtedness assumed by such Borrower in connection with the Permitted AcquisitionAcquisitions”).

Limitation on Acquisitions. Make Purchase or enter into any Acquisition agreement to purchase or option to purchase (including letters of intent) any stock, bonds, notes, debentures or 84 other than securities of, or any assets constituting all or any significant part of a non-hostile Acquisition radio broadcasting station of, or a business unit of, any Person (a collectively, "Permitted AcquisitionAcquisitions"); provided; however, that in the case of each such Permitted Acquisition, (i) the Borrower making such Permitted Acquisition is the surviving entity, (ii) the business to be acquired is predominantly in such Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the United States, (iii) the Borrower shall have obtained without the prior written consent of the Required Lenders for any Permitted AcquisitionMajority Lenders; provided, the cash portion of which total consideration exceeds $5,000,000however, that so long as (iv) the cash portion of any Permitted Acquisition may not exceed $10,000,000, (v) the business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) for the immediately preceding fiscal year, (vi) at the time of, and after giving effect to, any Permitted Acquisition, (xi) no Default or Event of Default shall have occurred and be continuing either before or immediately after such Acquisition, (ii) the Borrower has occurred closed or is closing concurrently with such Acquisition its initial Public Equity Offering and received gross proceeds therefrom in an amount not less than $50,000,000 and (iii) all of the Senior Preferred Stock and accrued dividends thereon outstanding on the Effective Date shall have been repurchased or is continuing being repurchased concurrently with such Acquisition and all of the Warrants outstanding on the Effective Date shall have been exercised for common stock of the Borrower pursuant to the terms and provisions of the Warrant Certificates as in effect on the Effective Date: (a) the Borrower may purchase all of the assets or capital stock of Radio One Atlanta, Inc. for total cash consideration payable to the sellers thereof in an amount not to exceed $25,000,000, provided that (x) the Borrower has complied with the provisions of Section 8.9, (y) Newco, on a consolidated basis, shall be in compliance with all of the financial covenants contained Indebtedness of Radio One Atlanta, Inc. shall have been paid in Section 6 full in connection with such Acquisition, and (z) Radio One Atlanta, Inc. shall be merged with or into the Borrower or a Wholly Owned Restricted Subsidiary or will become a Wholly Owned Restricted Subsidiary; (b) the Borrower may purchase substantially all of the assets relating to radio station WWBR-FM, licensed to Mount Clemens, Michigan for total consideration not to exceed $40,000,000 or all of the capital stock of Allur Detroit, Inc. (the owner of such radio station) for total consideration not to exceed $30,000,000, provided that all of such assets or capital stock shall be owned by the Borrower or a Wholly Owned Restricted Subsidiary or Allur Detroit, Inc. shall, concurrently with such Acquisition, become a Wholly Owned Restricted Subsidiary; and (c) the Borrower may make Acquisitions of radio broadcasting stations (or 100% of the capital stock of any Person owning radio broadcasting stations, provided that, (x) concurrently with such Acquisition, such Person becomes a Wholly Owned Restricted Subsidiary of the Borrower), (y) the total consideration for such Acquisitions singly or in the aggregate do not exceed $50,000,000 in the aggregate over the term of this Agreement and (z) such Acquisitions are in markets ranked by Arbitron as one of the Borrowers shall provide evidence of such compliance on a pro forma basis 30 largest markets in the case of a Permitted AcquisitionUnited States (the transactions described in clauses (a), (b) and (viic) each new Subsidiary of above or otherwise permitted by the Borrower acquired through a Majority Lenders being herein referred to collectively as "Permitted Acquisition shall become a Guarantor under this Agreement. For purposes of this Section 6.16, Acquisitions"cash portion" shall mean the sum of (x) the amount in Dollars actually paid by such Borrower upon the closing of the Permitted Acquisition and (y) the aggregate amount of Indebtedness assumed by such Borrower in connection with the Permitted Acquisition).

Limitation on Acquisitions. Make Purchase any Acquisition stock, bonds, notes, -------------------------- debentures or other than securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of a non-hostile Acquisition radio broadcasting station of, or a business unit of, any Person (a collectively, "Permitted AcquisitionAcquisitions"); provided; however, that in the case of each such Permitted Acquisition, (i) the Borrower making such Permitted Acquisition is the surviving entity, (ii) the business to be acquired is predominantly in such Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the United States, (iii) the Borrower shall have obtained ------------ without the prior written consent of the Required Majority Lenders for any Permitted Acquisition, except the cash portion Borrower may make Acquisitions of which total consideration exceeds $5,000,000, radio broadcasting stations (iv) or 100% of the cash portion capital stock of any Permitted Acquisition may not exceed $10,000,000Person owning Stations) ("Industry Acquisitions"), if: --------------------- (vi) the business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) for the immediately preceding fiscal year, (vi) at the time of, and after giving effect to, any Permitted to such Acquisition, at least 80% of the Borrower's consolidated revenues, on a pro forma basis, shall be derived from Stations located in the 75 largest Metro Survey Areas, as determined by The Arbitron Company; (xii) the Borrower shall have given to the Administrative Agent notice of any such Acquisition with a purchase price of $25,000,000 or more at least ten days prior to executing any binding commitment with respect thereto. (iii) the Administrative Agent shall have received evidence and confirmations reasonably satisfactory to it prior to the closing of such Acquisition to the effect that the structure of the transaction satisfies all material, applicable legal and regulatory requirements for such Acquisition; (iv) no Default or Event of Default has occurred an is continuing and shall exist as of the date of consummation of such Acquisition or after giving effect to such Acquisition; (yv) Newcowith respect to Acquisitions with a purchase price of $25,000,000 or more, on a consolidated basis, the Borrower shall have demonstrated to the satisfaction of the Administrative Agent that the Borrower will be in compliance with all of the financial covenants contained in Section 6 herein after giving effect to such Acquisition and that no Event of this Agreement Default or Default then exists or would exist after giving effect to such acquisition, and the Borrowers Borrower shall provide evidence have delivered to the Administrative Agent within ten days prior to the consummation of such compliance Acquisition an Acquisition report signed on behalf of the Borrower by a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent which shall contain (A) calculations demonstrating on a pro forma basis the Borrower's compliance with the financial covenants set forth in the case of a Permitted this Section 8 after giving effect to --------- such Acquisition, and (B) projections for the Borrower for a five year period after the closing of such Acquisition giving effect to the Acquisition and including a statement of sources and uses of funds for such Acquisition showing, among other things, the source of financing for the Acquisition; (vi) all FCC Licenses acquired in connection with such Acquisition shall be transferred immediately upon consummation of such Acquisition to a License Subsidiary; (vii) the Borrower shall have delivered to the Administrative Agent UCC, judgment, and tax lien searches for each new Subsidiary relevant jurisdiction and shall have taken any actions as may be necessary or reasonably requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, perfected Liens in all personal property acquired by the Borrower acquired through or any of its Restricted Subsidiaries in such Acquisition pursuant to the Security Documents, subject to no prior Liens except Permitted Liens; (viii) if the Borrower acquires a Permitted Acquisition Subsidiary or creates a Subsidiary (including a License Subsidiary) pursuant to or in connection with such Acquisition, the Subsidiary shall become be a Guarantor under this Agreement. For purposes of this Section 6.16, "cash portion" shall mean the sum of Wholly Owned Restricted Subsidiary; (xix) the amount Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent to the effect that all material approvals, consents or authorizations required in Dollars actually paid by connection with such Borrower upon Acquisition (including the formation of any License Subsidiary and the transfer of FCC Licenses to a License Subsidiary) from any Governmental Authority shall have been obtained and shall have become Final Orders (unless (i) at the time of the closing of the relevant Acquisition, no filing shall have been made with the FCC that opposes or objects to any request for consent to the assignment of any of the FCC Licenses being acquired pursuant to such Permitted Acquisition or (ii) if at the time of the closing of the relevant Acquisition any such filing shall have been made, the Borrower shall have delivered to the Administrative Agent and the Lenders an opinion of the Borrower's FCC counsel in form and substance reasonably satisfactory to the Administrative Agent and the Lenders to the effect that the objection set forth in such filing would not reasonably be expected to result in a denial of the FCC Consent or the designation for hearing of the applications for FCC Consent), and such opinions as the Administrative Agent may reasonably request as to the Liens granted to the Administrative Agent, for the benefit of the Lenders, as required pursuant to this Section, as to any required regulatory approvals for such Acquisition and so as to such other matters as the Administrative Agent may reasonably request. (y) the aggregate amount of Indebtedness assumed transactions described above or otherwise permitted by such Borrower in connection with the Majority Lenders being herein referred to collectively as "Permitted Acquisition.Acquisitions"). ----------------------

Limitation on Acquisitions. Make The Company shall not, and shall not permit any of its Restricted Subsidiaries to, effect any Acquisition; provided that the Company or its Restricted Subsidiaries may effect Acquisitions: (a) if the financing for any such Acquisition other than a non-hostile Acquisition (a "Permitted Acquisition"); provided; however, that in is obtained from one or any combination of the case of each such Permitted Acquisition, following: (i) Post April 2005 Equity Proceeds of the Borrower making such Permitted Acquisition is Company excluding the surviving entityaggregate amount of any Post April 2005 Equity Proceeds (A) used to make Restricted Payments pursuant to clause 3(b) of the first paragraph of Section 4.06, (B) counted as sales proceeds pursuant to the clauses (iv) or (v) of the second paragraph of Section 4.06, (C) counted as net cash proceeds netted against the payments pursuant to clause (vii) of the second paragraph of Section 4.06 or (D) used to Incur Indebtedness pursuant to clause (ii)(b) of Section 4.04 which has not been repaid, (ii) the business Indebtedness, provided that, on a pro forma basis giving effect to be acquired is predominantly in such Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the United States, (iii) the Borrower shall have obtained the prior written consent of the Required Lenders for any Permitted Acquisition, the cash portion of which Company’s total consideration exceeds $5,000,000, (iv) the cash portion of any Permitted Acquisition may Indebtedness shall not exceed $10,000,000, (v) five times the business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) Company’s Consolidated Cash Flow Available for the immediately preceding fiscal year, (vi) at the time of, and after giving effect to, any Permitted Acquisition, (x) no Default or Event of Default has occurred an is continuing and (y) Newco, on Fixed Charges for a consolidated basis, shall be in compliance with all year consisting of the four full fiscal quarters for which quarterly or annual financial covenants contained in Section 6 of this Agreement and statements are available preceding the Borrowers shall provide evidence of such compliance Acquisition (calculated on a pro forma basis in accordance with Article 11 of Regulation S-X under the case Securities Act or any successor provision as if such Acquisition had been effected on the first day of a Permitted Acquisitionsuch year) or (iii) proceeds derived after April 1, and 2005 from the sale, transfer or other disposition (viiincluding, without limitation, by merger, consolidation but excluding any sale-and-leaseback transaction) each new of the property or assets of the Company or any Subsidiary of the Borrower acquired through a Permitted Company, provided that if such sale, transfer or disposition is an Asset Disposition, it will comply with Section 4.05 of the Indenture which places limitations on certain Asset Dispositions; or (b) up to an aggregate purchase price of $25 million for all such Acquisitions, provided that if the purchase price of any Acquisition shall become a Guarantor under pursuant to this Agreement. For purposes of this Section 6.16clause (b) is financed by Indebtedness, "cash portion" shall mean the sum of (x) such Indebtedness shall not exceed four times the amount in Dollars actually paid by such Borrower upon the closing Consolidated Cash Flow Available for Fixed Charges of the Permitted business enterprise or assets being acquired for a year consisting of the four full fiscal quarters for which quarterly or annual financial statements are available preceding the Acquisition and (y) at the aggregate amount of Indebtedness assumed by time such Borrower Acquisition is consummated, the Company will have not less than $50 million in connection with Available Commitment under the Permitted AcquisitionCredit Facilities.

Limitation on Acquisitions. Make any Acquisition other than a non-hostile Acquisition (a "Permitted Acquisition"); provided; , however, that in the case of each such Permitted Acquisition, (i) the Borrower making such Permitted Acquisition is the surviving entity, (ii) the business to be acquired is predominantly in such the Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the United States, (iii) States or the Borrower shall have obtained has the prior written consent of the Required Lenders for any Permitted Acquisition, the cash portion if such line of which total consideration exceeds $5,000,000business is unrelated to Borrower's line of business, (iviii) the cash portion of any Permitted Acquisition may not exceed $10,000,00025,000,000 without the consent of the Required Lenders, (viv) the business to be acquired has achieved net operating income before interest and taxes of not less than One Dollar ($1.00) for the immediately preceding fiscal year, (viv) at the time of, of and after giving effect to, to any Permitted Acquisition, (x) no Default or Event of Default has occurred an and is continuing and (y) Newco, on a the Parent and its consolidated basis, Subsidiaries shall be in compliance with all of the financial covenants contained in Section 6 of this Agreement and the Borrowers Borrower shall provide evidence of such compliance on a pro forma basis in the case of a Permitted AcquisitionAcquisition having a purchase price (including the deferred or contingent portion of such purchase price) greater than $5,000,000, and (viivi) each new Subsidiary of the Borrower acquired through a Permitted Acquisition shall become a Guarantor under this Agreement. For purposes of this Section 6.16, "cash portion" shall mean the sum of (x) the amount in Dollars actually paid by such Borrower upon the closing of the Permitted Acquisition and (y) the aggregate amount of Indebtedness assumed by such Borrower in connection with the Permitted Acquisition.

Limitation on Acquisitions. Make Purchase any Acquisition stock, bonds, notes, debentures or other than securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of a non-hostile Acquisition radio broadcasting station of, or a business unit of, any Person (collectively, “Acquisitions”) without the prior written consent of the Majority Lenders except (a) the Borrower may make Acquisitions of radio broadcasting stations (or 100% of the capital stock of any Person owning Stations) (“Industry Acquisitions”), if: and (2) to delete the period at the end of subparagraph (ix) of Section 8.7 and delete the parenthetical following such period, add “; and” in its stead and add a "Permitted Acquisition"); provided; however, that in subparagraph (b) at the case end of each such Permitted section as follows: (b) the Borrower may make the Reach Acquisition, if: (i) the Borrower making Administrative Agent shall have received evidence and confirmations reasonably satisfactory to it prior to the closing of the Reach Acquisition to the effect that the structure of the transaction satisfies all material, applicable legal and regulatory requirements for such Permitted Acquisition is the surviving entity, Acquisition; (ii) no Default or Event of Default shall exist as of the business date of consummation of the Reach Acquisition or after giving effect to be acquired is predominantly in such Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the United States, Reach Acquisition; (iii) the Borrower shall have obtained demonstrated to the prior written consent satisfaction of the Required Lenders for any Permitted Acquisition, Administrative Agent that the cash portion of which total consideration exceeds $5,000,000, (iv) the cash portion of any Permitted Acquisition may not exceed $10,000,000, (v) the business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) for the immediately preceding fiscal year, (vi) at the time of, and after giving effect to, any Permitted Acquisition, (x) no Default or Event of Default has occurred an is continuing and (y) Newco, on a consolidated basis, shall Borrower will be in compliance with all of the financial covenants contained in Section 6 herein after giving effect to the Reach Acquisition and that no Event of this Agreement Default or Default then exists or would exist after giving effect to the Reach Acquisition, and the Borrowers Borrower shall provide evidence have delivered to the Administrative Agent within ten days prior to the consummation of such compliance Acquisition an Acquisition report signed on behalf of the Borrower by a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent which shall contain (A) calculations demonstrating on a pro forma basis the Borrower’s compliance with the financial covenants set forth in the case of a Permitted this Section 8 after giving effect to such Acquisition, and (viiB) each projections for the Borrower for a five year period after the closing of the Reach Acquisition giving effect to the Reach Acquisition and including a statement of sources and uses of funds for such Acquisition showing, among other things, the source of financing for the Reach Acquisition; (iv) any new wholly owned Subsidiary of the Borrower acquired through a Permitted Acquisition shall become a Guarantor under this Agreement. For purposes of this Section 6.16, "cash portion" shall mean the sum of (x) the amount in Dollars actually paid by such Borrower upon the closing of the Permitted Acquisition and (y) the aggregate amount of Indebtedness assumed by such Borrower created in connection with the Reach Acquisition, including, without limitation, Reach Media Holdco, shall be a Restricted Subsidiary and shall have complied with Section 7.9 of this Agreement and all other terms and conditions of this Agreement, and Reach Media shall be acquired as an Unrestricted Subsidiary; (v) not less than 51% of the ownership and voting control of Reach Media shall be acquired by the Borrower, and such acquisition shall be made pursuant to the terms of that certain Stock Purchase Agreement and such other ancillary documentation that would not have a material adverse effect on the interests of the Lenders; (vi) Reach Media shall be acquired and owned by Reach Media Holdco, which must be a new wholly owned direct Restricted Subsidiary of the Borrower. Reach Media Holdco will covenant to conduct no other business, have no employees, no indebtedness or other operations, other than holding the shares of Reach Media acquired in the Reach Acquisition, which such shares will be pledged to the Administrative Agent on behalf of the Lenders to secure the Obligations; provided that Reach Media Holdco may undertake and perform the rights, duties and obligations of Reach Media Holdco pursuant to the Reach Media Documents; (vii) the Borrower shall have delivered to the Administrative Agent UCC, judgment, and tax lien searches for each relevant jurisdiction and shall have taken any actions as may be necessary or reasonably requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, perfected Liens in all personal property acquired by the Borrower or any of its Restricted Subsidiaries in such Acquisition pursuant to the Security Documents, subject to no prior Liens except Permitted Liens; provided, however, unless the Administrative Agent specifically requires fixture filings with respect to any particular fixtures, fixture filings will not be required to be filed with respect to the personal property acquired by the Borrower or any of its Restricted Subsidiaries in such Acquisition; and (viii) the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent to the effect that all material approvals, consents or authorizations required in connection with such Acquisition from any Governmental Authority shall have been obtained (and shall have become Final Orders, unless Majority Lenders have agreed otherwise), and such opinions as the Administrative Agent may reasonably request as to the Liens granted to the Administrative Agent, for the benefit of the Lenders, as required pursuant to this Section, as to any required regulatory approvals for such Acquisition and so as to such other matters as the Administrative Agent may reasonably request. (the transactions described above or otherwise permitted by the Majority Lenders being herein referred to collectively as “Permitted Acquisitions”). (l) Section 8.9(b) of the Credit Agreement shall be amended by deleting the “; and” from the end of subsection (vi) thereof, deleting the “.” from the end of subsection (vii) thereof and adding “; and” to the end of such section, and adding a new subsection (viii) to the end of Section 8.9(b) as follows:

Limitation on Acquisitions. Make The Borrower will not, nor -------------------------- will it permit any Acquisition Subsidiary to, agree to or effect any asset acquisition or stock acquisition (other than a non-hostile Acquisition (a "Permitted Acquisition"); provided; however, that the acquisition of assets in the case ordinary course of each such Permitted Acquisitionbusiness consistent with past practices and other than the acquisition of 100% of the capital stock of Victory Express, Inc. pursuant to the terms of that certain Stock Purchase Agreement between the Borrower and certain Sellers dated December 16, 1997), except that the Borrower and its Subsidiaries may acquire the stock or assets of any Person provided that: (ia) the Borrower making aggregate total consideration for all such Permitted Acquisition is acquisitions made during calendar year 1998 (other than the surviving entity, (ii) the business to be acquired is predominantly in such Borrower's existing lines acquisition of business or businesses reasonably related thereto and located predominantly in the United States, (iii) the Borrower shall have obtained the prior written consent 100% of the Required Lenders for any Permitted Acquisitioncapital stock of Victory Express, the cash portion of which total consideration exceeds $5,000,000, (ivInc.) the cash portion of any Permitted Acquisition may shall not exceed $10,000,000, (v) the business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) for the immediately preceding fiscal year, (vi) at the time of50,000,000, and after giving effect tothereafter the aggregate total consideration for all such acquisitions made in any Fiscal Year shall not exceed $75,000,000; (b) if a stock acquisition, any Permitted Acquisitionthe Person acquired is in the same line of business as the Borrower, 100% of such Person's stock is acquired, and the acquisition is made on a negotiated basis with the approval (xwhere the Person being acquired is a publicly traded company) of the Board of Directors of the Person acquired; (c) if an asset acquisition, the assets acquired are useful in the then business of the Borrower; (d) no Default or Event of Default has occurred an or is continuing and or would exist after giving effect thereto; (ye) Newcothe Borrower has provided the Administrative Agent with prior written notice of such acquisition; (f) the Borrower has demonstrated to the Administrative Agent, based on a consolidated basispro forma Compliance Certificate, shall be in compliance with all of the financial covenants contained in Section 6 of this Agreement Sections 6.21, 6.22, --- ----- and the Borrowers shall provide evidence of such compliance 6.23 on a pro forma basis in immediately prior to and after giving effect --- ----- to each such acquisition on the case of a Permitted Acquisition, and assumption that such acquisition occurred twelve months previously; and (viig) each new Subsidiary the Borrower has received the approval of the Borrower acquired through a Permitted Acquisition shall become a Guarantor under this Agreement. For purposes Required Banks for any acquisition or series of this Section 6.16, "cash portion" shall mean the sum of (x) the amount in Dollars actually paid by such Borrower upon the closing of the Permitted Acquisition and (y) related acquisitions where the aggregate amount total consideration for any such acquisition or series of Indebtedness assumed by such Borrower acquisitions during calendar year 1998 exceeds $25,000,000 or in connection with the Permitted Acquisitionany Fiscal Year thereafter exceeds $50,000,000.

Limitation on Acquisitions. Make The Borrower will not, and will -------------------------- not permit any Acquisition other than a non-hostile Acquisition (a "Permitted Acquisition"); provided; howeverSubsidiary to, that in the case of each such Permitted Acquisition, acquire (i) the Borrower making such Permitted Acquisition is the surviving entityany securities of, stock or outstanding ownership interests in, any Person, or (ii) all or substantially all of the business to be acquired is predominantly in such Borrower's existing lines assets of business any Person, whether through purchase of assets, merger or businesses reasonably related thereto and located predominantly in the United States, (iii) the Borrower shall have obtained otherwise without the prior written consent of the Required Lenders for Lenders; provided, however, that the Borrower and/or any Permitted AcquisitionSubsidiary shall be entitled to consummate transactions permitted by Section 6.3 and Section 6.4, and make any Acquisition ----------- ----------- of (x) any wholly owned Guarantor, or (y) any entity created by the cash portion of which total consideration exceeds $5,000,000merger, (iv) the cash portion conversion, recapitalization or other restructuring of any Permitted Acquisition may not exceed $10,000,000entity described in (x) above, (v) provided that after such merger, conversion, recapitalization or other restructuring, all or substantially all of such entity's assets consist of the business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) for the immediately preceding fiscal year, (vi) at the time securities of, and after giving effect tooutstanding ownership interests in, any Permitted Acquisition, or assets of the entities described in (x) above; and further provided, that the Borrower and/or any Subsidiary may make any Acquisition without the consent of the Required Lenders, so long as Borrower is in compliance with the following: (a) no Default or Event of Default has occurred an is continuing in existence at the time of the consummation of such proposed Acquisition or would exist after giving effect thereto, all representations and (y) Newco, on a consolidated basis, warrants contained herein and in the other Loan Documents shall be true and correct in compliance all material respects with the same effect as though such representations and warranties were made on and as of the date of such proposed Acquisition (both before and after giving effect thereto) except to the extent limited to a specific prior date or incorrect as a result of transactions permitted under the Loan Documents, and no other agreement, contract or instrument to which the Borrower is a party restricts such proposed Acquisition; (b) the Borrower shall have given the Administrative Agent and the Lenders at least ten (10) Business Days prior written notice of any such proposed Acquisition (each of such notices, a "Permitted Acquisition --------------------- Notice"), which notice must be timely provided and must be accompanied by ------ all of the financial information required in this Section 6.11 and shall (A) contain ------------ the estimated date such proposed Acquisition is scheduled to be consummated, (B) attach a true and correct copy of the draft purchase agreement (if available), letter of intent, description of material terms or similar agreements executed by the parties thereto in connection with such proposed Acquisition, (C) contain the estimated aggregate purchase price of such proposed Acquisition and the estimated amount of related costs and expenses and the intended method of financing thereof, and (D) contain the estimated amount of Loans required to effect such proposed Acquisition; (c) concurrently with delivery of the Permitted Acquisition Notice, the Borrower shall have provided the Administrative Agent and the Lenders with all information related to the proposed Acquisition as is reasonably required in the form of Acquisition Information Worksheet attached hereto as Exhibit 6.11, and, promptly upon request, such additional information as ------------ the Administrative Agent shall reasonably request, including, delivery of the expert reports (if any) prepared by accounting, environmental, and/or other experts which the Borrower has obtained and the Administrative Agent shall reasonably request; (i) as soon as available but not less than the earlier of three (3) days after the execution thereof, a copy of the executed principal Acquisition Documents with respect to such proposed Acquisition and (ii) at the time of delivery of the Acquisition Documents, certification from the Borrower as to the purchase price for the Acquisition (or a formula therefor) and the estimated amount of all related costs, fees and expenses and that, except as described, there are no other amounts which will be payable in connection with such proposed Acquisition; (e) concurrently with the delivery of the Permitted Acquisition Notice, the Borrower shall have provided to the Administrative Agent and the Lenders recalculations of the calculations set forth in the certificate most recently delivered pursuant to Section 5.1(c) are made by the Borrower -------------- evidencing its compliance with the covenants contained in Section 6 6.8 ----------- (excluding Section 6.8(c)) through Section 6.10, inclusive, and such -------------- ------------ recalculations shall show that during the period of this Agreement and the Borrowers shall provide evidence of such compliance four fiscal quarters covered by that certificate, on a pro forma basis basis, the Borrower would have been in compliance therewith; (f) the case Borrower shall have provided to the Administrative Agent and the Lenders a calculation by the Borrower of a Permitted the Total Leverage Ratio (after giving effect to the proposed Acquisition) and the Senior Leverage Ratio (after giving effect to the proposed Acquisition) showing that such ratios would not (after giving effect to the proposed Acquisition) be greater than 3.0 to 1.0 and 2.0 to 1.0, respectively; (g) the Borrower shall have delivered updated schedules to any Acquisition Agreement related to such proposed Acquisition to the Administrative Agent; and (h) prior to the consummation of the proposed Acquisition, the Borrower shall furnish the Administrative Agent and the Lenders an officer's certificate executed by a Financial Officer of the Borrower, certifying as to compliance with the requirements of the applicable preceding Section 6.11(a) through Section 6.11(g), containing the calculations required in this Section 6.11. The consummation of each ------------ Acquisition shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder. Notwithstanding the foregoing, without the consent of the Required Lenders Borrower may not acquire any securities of, outstanding ownership interest in, or assets of any Person under any circumstances if any of the following conditions are present: (viii) each new Subsidiary the cash consideration (defined as total net cash to be paid plus Indebtedness to be assumed) for any such proposed acquisition exceeds 7.50% of the consolidated net worth of the Borrower acquired through a Permitted Acquisition shall become a Guarantor under this Agreement. For purposes of this and its Subsidiaries (pre-acquisition) as reflected in the most recent consolidated balance sheet delivered pursuant to Section 6.16, "cash portion" shall mean the sum of ------- 5.1 hereof; or --- (xii) the amount in Dollars actually total consideration (defined as total net cash to be paid by such Borrower upon plus Indebtedness to be assumed plus the closing value of any stock of the Permitted Acquisition Borrower or any Subsidiary given as consideration, (as reflected on the Borrower's consolidated balance sheet,) plus related acquisition costs) exceeds 15.0% of the consolidated net worth of the Borrower and its Subsidiaries (ypre-acquisition) as reflected on the aggregate amount most recent consolidated balance sheet delivered pursuant to Section ------- 5.1 hereof; --- (iii) at the time of Indebtedness assumed by such Borrower acquisition, and giving proforma effect thereto, the Total Debt Leverage Ratio of the Borrower, as calculated in connection accordance with Section 6.8(d) would be greater than 3.0 to 1.0; or (iv) at the Permitted Acquisitiontime of such acquisition, and giving proforma effect thereto, the Senior Debt Leverage Ratio of the Borrower, as calculated in accordance with Section 6.8(c) hereof, would be greater than 2.0 to 1.0.