Common use of Related Transactions Clause in Contracts

Related Transactions. (a) The IITRI Acquisition shall have been consummated in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you in all material respects. (d) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. (a) The IITRI Acquisition shall have been consummated in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 _________ shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you in all material respects. (d) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. Upon the terms and subject to the conditions of this Agreement, the Company, the SCG Post-Closing Entities and other parties referred to herein shall, also at the Closing, enter into the following transactions and take the following actions immediately prior to the Merger: (a) The IITRI Acquisition the Company and SCI LLC shall have been consummated consummate the Company/SCI Asset Transfer pursuant to which the Company shall receive SCI LLC Junior Notes in accordance with the Acquisition Documents. No material term or condition aggregate principal amount of $91.0 million; (b) TPG Holding shall purchase from Motorola 30 shares of the Acquisition Documents issued and outstanding Company Stock (the "TPG STOCK PURCHASE") for a purchase price of $307.5 million (the "STOCK PURCHASE PRICE"); (c) SCI LLC and certain SCG Parties shall have been amendedenter into the Senior Secured Loan Agreement and in consideration thereof, modifiedthe Senior Lenders shall pay to SCI LLC by wire transfer in immediately available funds to an account designated by SCI LLC prior to the Closing, supplemented or waived, other than as the same may be or may have been amended as of net proceeds from the Closing Senior Secured Loan; (d) pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies Subordinated Notes Subscription Agreement, SCI LLC shall issue the Subordinated Notes in an aggregate principal amount of $400.0 million which have been or will shall be provided privately placed by the Placement Agent pursuant to you on or prior to Closing). The purchase price Rule 144A of the Acquired Business Securities Act, and in consideration thereof, the Placement Agent shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash pay to SCI LLC, by wire transfer in immediately available funds, (ii) federal funds to an aggregate of $39,900,000 shall be paid account designated by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory SCI LLC prior to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by net proceeds from the Notes and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms sale of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you in all material respects. (d) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects.Subordinated Notes; (e) Youupon receipt of written instructions from TPG Holding, SCI LLC, in lieu of the placement of the Subordinated Notes, shall enter into the Bridge Financing Agreement, and the Bridge Lenders shall pay to SCI LLC, by wire transfer in immediately available funds to an account designated by SCI LLC prior to the Closing, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by net proceeds from the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect.Bridge Loan; (f) YouSCI LLC shall, the ESOP and the Company shall have entered into a Warrant in substantially cause SCI LLC to, distribute to the form Company the Redemption Cash Payment; and (g) SCI LLC shall cause each of Exhibit 2(b) attached heretothe Company Notes to be prepaid or, to the terms of which extent any such Company Note is not prepaid, shall be satisfactory purchase such Company Note or cause an SCG Post-Closing Entity to you and which shall be in full force and effectpurchase such Company Note.

Related Transactions. (a) The IITRI Acquisition shall have been consummated in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business outstanding Shares of Old Game Time shall not exceed $27,000,000 and shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 25,000,000 shall be paid in cash in immediately available funds, and (ii) an aggregate of $39,900,000 2,000,000 shall be paid by the issuance delivery of the Seller Notes, each Note. The aggregate amount of transaction fees and expenses paid in connection with the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of Acquisition shall not exceed $20,343,435.37 shall be paid by the issuance of the Notes hereunder5,000,000. The terms of the Acquisition Documents Documents, including, without limitation, those pursuant to which the Seller Note is subordinated to the Notes, shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Holding Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as (i) neither the Holding Company nor any of the Closing, the Company its Subsidiaries shall not have any outstanding Indebtedness Funded Debt or Current Debt other than that evidenced by the Notes and the Note Guarantees and that which is specified on Exhibit 5.3(b5.9 attached hereto, (ii) the Indebtedness of Old Game Time and of the Companies specified on Exhibit 4.3(b)(i) attached heretohereto shall have been repaid in full, all related Liens shall have been terminated and you shall have received evidence of the foregoing satisfactory to you, (iii) the Persons indicated on Exhibit 4.3(b)(ii) attached hereto shall have (A) acquired 1,065,598 shares of Holding Company Class A Common Stock and shall have paid in full not less than $5,000,000 in cash in the aggregate for such shares and (B) lent the Holding Company $2,500,000 in cash and the Holding Company shall have issued its Bridge Note in substantially the form of Exhibit 4.3(b)(iii) attached hereto (the "Bridge Note") and (iv) the Holding Company shall have made a capital contribution to the Operating Company of not less than $7,500,000. (c) The Fleet Bank Documents shall have been executed and delivered and shall be in full force and effect. The Operating Company shall have established pursuant thereto (i) a $25,000,000 five-year 20,000,000 senior secured revolving credit facility, and (ii) a $35,000,000 five-year 45,000,000 senior secured term loan facility and (iii) a $4,500,000 senior secured term loan facility. The aggregate amount of the Operating Company's unused borrowing availability immediately following the Closing under such revolving credit facility shall be at least $2,000,000 and you shall have been furnished with a borrowing base certificate satisfactory in form and substance to you evidencing the same. The terms of the Fleet Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, Documents shall be satisfactory to you in all material respects. (d) The Organizational Documents Holding Company shall have furnished to you a copy of its 1992 Incentive Stock Plan and 1996 Incentive Stock Plan (collectively, the "Option Plan") providing for the issuance to officers, directors and employees of and advisors and consultants to the Holding Company and/or its Subsidiaries of options exercisable for shares of Holding Company Class A Common Stock. The terms of the Company Option Plan and its Subsidiaries all related agreements, documents and instruments shall be satisfactory to you in all material respects. (e) YouThe Organizational Documents of the Holding Company, the ESOP Operating Company and each other holder Subsidiary of any Shares the Holding Company shall be satisfactory to you in all material respects. (or warrants or options thereforf) issued by the Company The Companies shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (Consulting Agreement with the "Rights Agreement")Consultants, the terms of which shall be satisfactory to you in all material respects, and which you, the Other Purchasers, the lenders under the Fleet Bank Agreement, the Companies and the Consultants shall have executed and delivered a letter agreement (the "Consulting Agreement Side Letter") restricting the payment of amounts due under the Consulting Agreement. (g) You shall be satisfied in all material respect as to the compliance by the Holding Company, the Operating Company and each other Subsidiary of the Holding Company with all applicable Environmental Laws. Without limiting the generality of the foregoing, you shall have received "Phase I" environmental site assessment reports with respect to the facilities located at 0000 xxx 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx, and 000 Xxxx Xxxx Xxxxx, Xxxx Xxxxx, Alabama, and such reports shall be satisfactory to you in all material respects. (h) Each of the Guarantors shall have duly authorized, executed and delivered to you and the Other Purchasers one or more Note Guarantees (subordinated on the same terms as the Notes), and the Note Guarantees shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. On or prior to the Restatement Date: (a) The IITRI Acquisition the Company shall have entered into the WF Credit Agreement; (b) the Company shall have paid in full all obligations under the Senior Credit Agreement and received from all of the lenders under the Senior Credit Agreement written evidence satisfactory to the Lenders (in their sole discretion) that all of the Company’s obligations under the Senior Credit Agreement have been consummated paid in accordance full, that all lending commitments under the Senior Credit Agreement have been terminated, and that all liens and security interests granted by the Company in connection with the Acquisition Documents. No material term or condition Senior Credit Agreement have been terminated; (c) WF shall have executed and delivered to the Lenders the Intercreditor Agreement; (d) the Company shall have executed and delivered to the Agent, for the benefit of each of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: Lenders (i) an aggregate of $56,000,000 shall be paid in cash in immediately available fundsthis Agreement, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each Notes in the form of Exhibit 5.3(a) attached hereto1.1B renewing the amount of the debt owed under each existing Note and representing and evidencing the additional advances made by each Lender under this Agreement and, in the aggregate, evidencing the total amount of the Commitments, and (iii) an aggregate the Security Agreement and the Collateral Agency Agreement; (e) the Company shall have issued the New Notes pursuant to the Offering Memorandum dated May 11, 2004, received gross cash proceeds of $20,343,435.37 shall be paid by 150,000,000 from the issuance of the Notes hereunder. The terms New Notes, and the Indenture and distributed the proceeds of the Acquisition Documents shall be satisfactory to you New Notes in all material respects.accordance with the Indenture; (bf) The debt and equity capitalization RV Acquisition shall have purchased all of the outstanding capital stock of the Company owned by the LDRV ESOT pursuant to the Stock Purchase Agreement (the “ESOP Stock Purchase”) and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect other outstanding capital stock of the Company pursuant to the IITRI Acquisition, as of Stock Purchase Agreement that has not been contributed to RV Acquisition in accordance with the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached hereto.Stock Purchase Agreement; (cg) The Bank Documents the Shareholder Agreement shall have been executed and delivered and terminated in accordance with its terms; (h) the Stockholder Agreement shall be in full force and effect. The ; (i) LD Holdings and the Company shall have established terminated all outstanding warrants issued pursuant thereto to the Exchange Agreement or otherwise; (j) the LDRV ESOT shall have paid in full (to the extent payment of the amounts owed has not been forgiven by the Company), or otherwise disposed of, all amounts owed with respect to (i) the ESOP Loan, (ii) the ESOP Note, and (iii) the ESOP Loan Agreement, in a $25,000,000 fivemanner consistent with the terms of the LDRV ESOP plan document and trust agreement and the requirements of United States Treasury Regulation Section 54.4975-year senior secured revolving credit facility7 and other applicable federal laws, and the Lenders shall have received written evidence satisfactory to the Lenders (in their sole discretion) that all of the obligations under the ESOP Loan, ESOP Note, and ESOP Loan Agreement have been paid in full or been forgiven by the Company; (k) the Company shall have (i) terminated the Amended and Restated Lazy Days’ R.V. Center, Inc. Phantom Stock Plan dated as of December 31, 2001, and paid out in full all amounts due thereunder to participants thereof, and (ii) a $35,000,000 five-year senior secured term loan facility. The paid out in full all amounts due under the Amended and Restated Lazy Days R.V. Center, Inc. Supplemental Phantom Stock Plan to participants thereof according to agreements entered into between the Company and those participants, including without limitation the Phantom Stock Plan Obligations; (l) the LDRV ESOP shall have been terminated in accordance with the terms and conditions of the Bank DocumentsLDRV ESOP plan document and trust agreement and all applicable state and federal laws, including, without limitation, those pursuant and the Lenders shall have received written evidence satisfactory to the Lenders (in their sole discretion) that the LDRV ESOP has been amended to effect the termination and that the appropriate directors have authorized the termination; (m) all amounts due and owing to current and former employees of the Company who have at any time received a distribution of securities from the LDRV ESOP with respect to which the Notes are subordinated to the Bank Secured ObligationsCompany has any payment, purchase, or redemption obligation remaining due, shall be satisfactory to you have been paid in all material respects.full; and (dn) The Organizational Documents RV Acquisition shall have been duly incorporated and organized under the laws of the Company State of Delaware, with BRS LP constituting the owner of 37,351.915 shares of the Series A Preferred Stock of RV Acquisition and its Subsidiaries shall be satisfactory to you in 4,468,085 Shares of the common stock of RV Acquisition. The foregoing (and all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued transactions contemplated by the Company shall have entered into a rights agreement foregoing transactions) are referred to in substantially this Agreement as the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect“Related Transactions. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.”

Related Transactions. On the Closing Date: (a1) The IITRI Acquisition the Senior Credit Agreement and the Senior Secured Security Documents shall be in form and substance satisfactory to you and your special counsel, shall have been consummated in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The effect and you shall have received true, correct, and complete copies of each thereof; (i) the WSR Merger Documentation shall be in form and substance satisfactory to you and your special counsel, shall have been duly executed and delivered by the parties thereto, shall be in full force and effect and you shall have received a true, correct and complete copy thereof, (ii) the aggregate net merger consideration to be paid by the Company under the WSR Merger Documentation shall not exceed $134,000,000 plus (or minus) the Final Working Capital Adjustment (as defined in and pursuant to the WSR Merger Documentation), and (iii) the Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of consummated the Bank Documents, including, without limitation, those WSR Merger pursuant to which the WSR Merger Documentation otherwise on terms and conditions satisfactory to you and your special counsel; (3) the Seller Junior Subordinated Notes are subordinated shall be in form and substance satisfactory to you and your special counsel, shall have been duly executed and delivered by the Bank Secured ObligationsCompany in the aggregate principal amount of $5,000,000, shall be satisfactory to in full force and effect and you in all material respects.shall have received true, correct and complete copies thereof; (d4) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights an employment agreement in substantially with Xxxxxx Xxxxxxx, an employee of WSR, prior to the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement")WSR Merger, the terms of which employment agreement shall be for a duration of at least three years from the Closing Date and shall otherwise be in form and substance satisfactory to you and which shall be in full force and effect.your special counsel; (f5) You, the ESOP and the Company shall have entered into a Warrant consummated term loans in substantially an aggregate principal amount equal to $54,000,000, and revolving loans in an aggregate principal amount not to exceed $20,000,000 plus (or minus) the form Final Working Capital Adjustment (as defined in and pursuant to the WSR Merger Documentation) and shall have the ability to draw not less than $10,000,000 of Exhibit 2(brevolving loan capacity, in each such case, pursuant to the Senior Credit Agreement; (6) attached heretothe Indebtedness of the Company owing to The First National Bank of Chicago and Pexco Holdings, Inc. shall have been paid in full pursuant to the terms of which Company Payout Letters and any existing secured Liens shall be have been released and discharged in full and you shall have received evidence thereof satisfactory to you and which your special counsel; and (7) The Company shall have received contributions to capital from Wind Point Partners of at least $25,648,000 in exchange for Preferred Stock and Common Stock of the Company, and all documentation evidencing or relating to such equity investments, including purchase agreements and stockholder agreements, shall be in full force form and effectsubstance satisfactory to you and your special counsel.

Related Transactions. The Administrative Agent and the Lenders shall be satisfied that, subject only to the funding of the initial Loans hereunder, the use of proceeds thereof and the use of proceeds of the Second Lien Term Loan, (ai) The IITRI Acquisition shall as certified to the Administrative Agent and the Lenders, the Pantone Mergers have been consummated in accordance with the Acquisition Documents. No material term Pantone Merger Agreement and the Pantone Merger Documents and the Pantone Merger Agreement shall not have been altered, amended or otherwise changed or supplemented, or any condition therein waived, if such alteration, amendment, change, supplement, or waiver would be adverse to the interest of the Acquisition Documents shall have been amendedLenders in any material respects, modified, supplemented or waived, other than as in any such case without the same may be or may have been amended as prior written consent of the Closing pursuant to Administrative Agent and the terms and conditions of the applicable Acquisition Document Lenders (true and correct copies of which have been or will consent shall not be provided to you on or prior to Closingunreasonably be withheld). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by all related governmental and third party approvals necessary in connection with the issuance closing of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Documents Pantone Mergers shall have been executed and delivered obtained and shall be in full force and effect. The effect and all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and all applicable rules and regulations thereunder shall have expired or been terminated, (iii) Company shall have established pursuant thereto received the proceeds of the Second Lien Term Loans, (iiv) a $25,000,000 five-year senior secured revolving credit facilitythe Second Lien Indebtedness Documents and the Intercreditor Agreement shall have been approved by the Agents and the Lenders, which approval may not be unreasonably withheld, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms each Lenders’ and Agent’s approval of the Bank Documents, including, without limitation, those pursuant to which Second Lien Indebtedness Documents and the Notes are subordinated to the Bank Secured Obligations, Intercreditor Agreement shall be satisfactory deemed given by its execution and delivery of its respective signature page to you this Agreement and (v) all Existing Indebtedness will have been repaid in all material respects. (d) The Organizational Documents of full, as evidenced by payoff letters duly executed and delivered by the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) Youthe Pantone Targets, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement")as applicable, the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effectexisting lenders party thereto.

Related Transactions. In addition to the purchase and sale of the Shares, the following actions shall take place contemporaneously at the Closing (acollectively, the "Related Transactions"): (i) The IITRI Acquisition Purchaser will enter into a five (5) year employment agreement with Xxx Xxxxxx at an annual compensation of $100,000 (the "Employment Agreement"), a copy of which is attached hereto as Exhibit 2.3(i); (ii) Xxx Xxxxxx and Xxxxx Xxxxxx will execute any and all documents necessary to convey to the Company all right, title and interest which Xxx Xxxxxx and Xxxxx Xxxxxx have to the Company’s operating facilities located at 0000 X. Xxxxx, Fresno, CA 93727 (the "Building") free and clear of any liens claims or encumbrances, except for the first lien mortgage with Business Loan Center, Inc. (in the approximate amount of $732,000) and except for obligations disclosed to Brussels by the Sellers which have become liens on title and exceptions to title which are normal utility, tax or other similar title exceptions and any rights they may have under any leases relating to the Building between them and the Company; (iii) Xxx Xxxxxx and Xxxxx Xxxxxx shall have been consummated cancel and terminate any existing leases between them and the Company relating to the Building; (iv) Seller will enter into a Revenue Guarantee Agreement to provide an annual $3,000,000 "Minimum Revenue Guarantee" to Purchaser for one (1) year following the Closing (the "Revenue Guarantee"), a copy of which is attached hereto as Exhibit 2.3(iv). In the event Seller fails to meet the Minimum Revenue Guarantee, Shares representing a value of $98,000 of the Escrow Shares shall be forfeited to Purchaser and shall be immediately cancelled by Brussels; (v) Seller and Purchaser will enter into the Escrow Agreement (the "Escrow Agreement") pursuant to which the Escrow Shares and the Escrow Cash shall be delivered in the name of the Seller to be held and distributed by the Escrow Agent in accordance with the Acquisition Documents. No material term or condition terms of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each Escrow Agreement in the form of attached hereto as Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects."A"; and (bvi) The debt Seller shall provide evidence of cancellation and equity capitalization forgiveness of the Company and each of its Subsidiaries shall be satisfactory to you related party debt, all as reflected in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b2.3(vi) attached hereto. (c) The Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you in all material respects. (d) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. (a) The IITRI Acquisition Company, the Target and P. Xxxxxxx Xxxxxxx ("Xxxxxxx") shall have executed and delivered that certain Agreement and Plan of Merger (the "Merger Agreement"), among the Company, the Target and Xxxxxxx pursuant to which the Company shall merge with and into the Target with the Target being the surviving corporation. All provisions of relevant law and any applicable agreement with respect to the Merger Agreement (other than the payment of the Per Share Cash Merger Consideration (as defined in the Merger Agreement) and the filing of the merger certificate with the Delaware Secretary of State) shall have been consummated complied with and all representations and warranties contained in accordance with the Acquisition DocumentsMerger Agreement shall be true and correct in all material respects. All filings necessary to effectuate the Merger shall have been made (other than the filing of the Merger Certificate). No material term or condition under the Merger Agreement for the benefit of the Acquisition Documents Company or any of its Affiliates shall have been amended, modified, supplemented or waived, other than as waived without the same may be or may have been amended as prior written consent of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing)Purchasers. The purchase aggregate transaction price of the Acquired Business purchased stock in connection with the Merger Agreement shall be paid at the time not exceed $15,000,000. The aggregate transaction fees and expenses of the Closing as follows: Company (iand its Subsidiaries and shareholders) an aggregate of incurred in connection with the Merger and all related transactions shall not exceed $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder2,000,000. The terms of the Acquisition Documents Merger Agreement shall be satisfactory to you the Purchasers in all material respects. (b) The After giving effect to the Merger, the debt and equity capitalization of the Company and its Subsidiaries shall be in all respects satisfactory to each of the Purchasers. After giving effect to the Closing, neither the Company nor any of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness Debt other than that evidenced by the Notes Notes, the Credit Documents and that which is specified on Exhibit 5.3(b) 5.9 attached hereto. (c) The Bank Organizational Documents of the Company and each of its Subsidiaries which is a Guarantor shall be in form and substance satisfactory to each of the Purchasers in all material respects. (d) Each of the Purchasers, the Company, and Xxxxxxx, Xxxx X. Xxxxxxx and the Xxxxxxx Limited Partnership, a Delaware limited partnership, shall have entered into a Stockholders' Agreement substantially in the form of Exhibit 4.3(d) attached hereto, in form and substance satisfactory to the Purchasers, of even date herewith (the "Stockholders' Agreement"), and such agreement shall be in full force and effect. (e) Each of the Purchasers and the Company shall have entered into a Registration Rights Agreement substantially in the form of Exhibit 4.3(e) attached hereto of even date herewith (the "Registration Rights Agreement"), and such agreement shall be in full force and effect. (f) The Credit Documents shall have been executed and delivered and shall be in full force and effect. The Company and the Subsidiaries of the Company a party thereto shall have established pursuant thereto (ia) a $25,000,000 five-year senior secured 12,000,000 revolving credit facility, (b) a $ 5,612,500 term loan facility, and (iic) a $35,000,000 five-year senior secured $ 4,351,666.66 mortgage term loan facility. The aggregate amount of the unused borrowing availability immediately following the Closing and the closing of the financing contemplated under the Credit Agreement under such revolving credit facility shall be at least $3,000,000. Each of the Purchasers shall have been furnished with a borrowing base certificate satisfactory in form and substance to each Purchaser evidencing the same. The terms of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, Credit Documents shall be satisfactory to you each of the Purchasers in all material respects. After giving effect to the transactions contemplated hereby, no default or event of default shall exist under the Credit Agreement and the other Credit Documents. (dg) The Organizational Documents Company, the Subsidiaries of the Company a party to the Credit Documents, each of the Purchasers and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company LaSalle Bank National Association shall have entered into a rights subordination agreement (the "Subordination Agreement") substantially in substantially the form of Exhibit 5.3(e4.3(g) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which such agreement shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. (ai) The IITRI Acquisition Substantially contemporaneously with the initial funding of the Loans on the Closing Date, (A) the Company shall have been consummated issued Senior Second Lien Notes in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Senior Second Lien Notes Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization an aggregate principal amount of not less than US$2,700,000,000, minus the Company and each amount of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified cash on Exhibit 5.3(b) attached hereto. (c) The Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you in all material respects. (d) The Organizational Documents hand of the Company and its Subsidiaries used to repay a portion of the VEBA Note, and (B) the Company shall have borrowed incremental term loans, which, except as otherwise provided in the Incremental Assumption Agreement, shall be satisfactory on the same terms and of the same class as the existing “Tranche B Term Loans” under and as defined in the Existing Credit Agreement, in accordance with the terms of the Existing Credit Agreement Documents in an aggregate principal amount of not less than US$250,000,000, minus the sum of (x) the amount of cash on hand of the Company and its Subsidiaries used to you in all material respects. repay a portion of the VEBA Note (eto the extent not applied pursuant to clause (A) You, above) and (y) the ESOP and each other holder aggregate principal amount of any Shares (or warrants or options therefor) the Senior Second Lien Notes issued by the Company shall have entered into on the Closing Date in excess of $2,700,000,000. To the extent the Company elects to repay a rights agreement in substantially portion of the form VEBA Note with cash on hand of Exhibit 5.3(e) attached hereto (the "Rights Agreement")Company and its Subsidiaries, the terms amount of which such cash so applied shall be satisfactory to you and which shall be in full force and effectnot exceed US$1,000,000,000. (fii) YouThe Administrative Agent shall have received true and complete copies of each material Related Agreement. Any document required to be delivered under this clause (ii) shall be deemed to have been delivered to the Administrative Agent if such document shall be accessible to the Administrative Agent on the Platform or shall be available on the website of the Company, or if one or more filings containing such document is available on the ESOP and website of the SEC at xxxx://xxx.xxx.xxx (provided that the Company has notified the Administrative Agent that such document is available on such website and, if requested by the Administrative Agent, shall have entered into a Warrant in substantially provided hard copies to the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effectAdministrative Agent).

Related Transactions. (a) The IITRI Acquisition All conditions to the consummation of the Merger set forth in the Merger Documents shall have been satisfied (without any waiver thereof), and the transactions contemplated by the Merger Documents shall have been consummated in accordance contemporaneously with the Acquisition Documents. No material term or condition closing of the Acquisition transactions contemplated by this Agreement. The cash component of the Merger Consideration (as such term is defined in the Merger Agreement) shall not have exceeded $24,600,000, and the capital stock component of the Merger Consideration (as such term is defined in the Merger Agreement) shall not have exceeded 6,207,664 shares of Common Stock. The Promissory Note pursuant to the Acquiror Loan (as each such term is defined in the Merger Agreement) shall have been repaid in full. The Senior Notes (as such term is defined in the Merger Agreement) shall have been redeemed in full on terms and conditions previously disclosed to the Purchasers. (b) All conditions to the consummation of the transactions contemplated under the Senior Loan Documents shall have been amended, modified, supplemented or waived, other than as satisfied. The Issuer shall have received $145,000,000 in net cash proceeds from the same may be or may have been amended as of the Closing pursuant to lenders thereunder in accordance with the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached heretoSenior Loan Documents. (c) The Bank All conditions to the consummation of the issuance of the Bridge Notes set forth in the Bridge Loan Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you in all material respectssatisfied. (d) The Organizational Documents pro forma consolidated balance sheet of the Company Issuer and its the Subsidiaries shall attached as Schedule 3.19 hereto fairly presents, in conformity with GAAP applied on a consistent basis (except as may be satisfactory indicated in the notes thereto), the consolidated financial position of the Issuer and the Subsidiaries, taken as a whole, immediately after the consummation of the Acquisition and after giving effect to you in all material respectsthe Acquisition, the Financings and the transactions contemplated hereby and thereby. (e) YouImmediately after the consummation of the Acquisition and after giving effect to the Acquisition, the ESOP Financings and each other holder of any Shares (or warrants or options therefor) issued by the Company transactions contemplated hereby and thereby, the Issuer shall have entered into a rights agreement (x) $28,000,000 in substantially the form of Exhibit 5.3(e) attached hereto unrestricted cash on its consolidated balance sheet (the "Rights Agreement"prepared in accordance with GAAP, consistently applied), the terms of which and there shall be satisfactory no Liens with respect to you any such cash, and which shall be (y) $150,000,000 in full force and effectimmediately available undrawn commitments under the Senior Loan Documents. (f) You, The sum of the ESOP amounts set forth under this Section 3.19(e)(x) and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b(e)(y) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effectexcess of $175,000,000.

Related Transactions. (a) The IITRI Acquisition shall have been consummated in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 20,343,435.37 shall be paid by the issuance of the Seller Mezzanine Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 39,900,000 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, Closing the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of the Bank Documents, including, without limitation, those Documents and the Mezzanine Notes pursuant to which the Notes are subordinated to the Bank Secured ObligationsDocuments and the Mezzanine Notes, shall be satisfactory to you in all material respects. (d) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. (a) The IITRI Acquisition shall have been consummated Pursuant to and in accordance with the terms of the Acquisition DocumentsAgreement, the Company shall have acquired all of the shares of outstanding capital stock of The Dxxxx Group, Inc. a Delaware corporation (the "ACQUIRED COMPANY"). No material term or Except as provided in Section 5.22 hereof, no condition under any of the Acquisition Documents for the benefit of the Company shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The aggregate purchase price of together with the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall transaction fees and expenses to be paid in cash in immediately available fundsconnection with the Acquisition shall not exceed $59,400,000, (ii) an aggregate which amount includes a closing fee of not more than $39,900,000 shall be paid by the issuance of the Seller Notes1,283,000 payable to Riverside Partners, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunderLLC or its Affiliates. The terms of the Acquisition Documents shall be reasonably satisfactory to you each of the Purchasers in all material respects. The Issuers shall have delivered to the Purchasers copies of the fully executed Acquisition Documents (including, without limitation, copies of the opinions (which opinions shall expressly provide that the Purchasers may rely thereon), if any, delivered in connection with the consummation of the Acquisition), certified as true and correct by an officer of the Company. (b) After giving effect to the Acquisition, the Issuers and the Subsidiaries shall not have on the Closing Date any Indebtedness other than that evidenced by the Notes, the Senior Bank Documents and the Note Guarantees and that which is specified on Exhibit 5.9 attached hereto. The Indebtedness specified on Exhibit 4.3(b) attached hereto shall have been repaid in full and all related Liens shall have been terminated and each Purchaser shall have received evidence of the foregoing (including, without limitation, payoff letters, mortgage discharges and appropriate termination statements relating to any filings evidencing liens on any Issuer's or any Subsidiary's assets). (c) The Indebtedness and equity capitalization of the Company shall be in all respects satisfactory to each of the Purchasers. Without limiting the generality of the foregoing, the Purchasers shall have received satisfactory evidence that (i) not less than $27,000,000 of cash equity (including certain "rollover" equity contributions made by members of management) shall have been invested into the Parent (and such equity shall have been contributed by the Parent to the Company), at least $24,000,000 of which shall have been invested by the Riverside Parties on terms reasonably satisfactory to each of the Purchasers in all material respects and (ii) the ratio of (x) the aggregate amount of all Indebtedness of the Issuers and the Subsidiaries on the Closing Date to (y) consolidated EBITDA of the Issuers and the Subsidiaries (on a pro forma basis after giving effort to the Acquisition, determined on a basis satisfactory to the Purchasers) for the twelve months ended September 30, 2003 is not in excess of 4.00 to 1.00. (d) Each of the Purchasers, the Parent, the Riverside Partnership, and certain other stockholders shall have entered into a stockholders agreement, in the form of Exhibit 4.3(d) attached hereto (as the same may from time to time be amended, modified or supplemented, in each case, in accordance with the terms of the Operative Documents, the "STOCKHOLDERS AGREEMENT") and such agreement shall be in full force and effect. (e) The Company shall have entered into the Senior Bank Documents and shall have established pursuant thereto a senior secured credit facility consisting of (i) a $6,000,000 5 year revolving credit facility, (ii) a $10,000,000 5 year term facility (amortizing quarterly) and (iii) an $8,500,000 6 year term facility (bullet maturity). The terms of the Senior Bank Documents shall be reasonably satisfactory to each of the Purchasers in all material respects. (bf) Each of the Purchasers, the Company and the Senior Banks shall have entered into a subordination and intercreditor agreement substantially in the form of Exhibit 4.3(f) attached hereto (the "SUBORDINATION AGREEMENT"), and such agreement shall be in full force and effect. (g) The debt Parent and equity capitalization each Subsidiary (other than the Company and any Foreign Subsidiary) shall have entered into a Note Guarantee and each of such agreements shall be in full force and effect. (h) The certificate or articles of incorporation (or other constitutive document), by-laws and other organizational documents of the Parent, the Company and each of its Subsidiaries Subsidiary shall be in form and substance reasonably satisfactory to you each of the Purchasers in all material respects. (i) The Company shall have entered into an advisory agreement with Riverside Partners, LLC (the "MANAGEMENT AGREEMENT"), which agreement shall be reasonably satisfactory to each of the Purchasers in all material respects. Without limiting the generality of the foregoing, after giving effect the Management Agreement shall provide that all payments thereunder are subject to the IITRI Acquisition, as provisions of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached heretoSection 14.8 provided herein. (cj) The Bank Documents Purchasers shall have been executed received satisfactory evidence that consolidated EBITDA of the Acquired Company and delivered and shall be its Subsidiaries for the period of twelve consecutive months ending September 30, 2003, calculated in full force and effect. accordance with Exhibit 4.3(j), was at least Seven Million One Hundred Thousand Dollars ($7,100,000). (k) The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of delivered the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you in all material respectsClosing Pro Forma Balance Sheets. (dl) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) YouIssuers, the ESOP Purchasers and each other holder of any Shares (or warrants or options therefor) issued by the Company Riverside Partnership shall have entered into a rights agreement equity call agreement, in substantially the form of Exhibit 5.3(e4.3(l) attached hereto (the "Rights AgreementEQUITY CALL AGREEMENT"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. (a) The IITRI Acquisition Pursuant to and in accordance with the terms of the Agreement and Plan of Merger dated as of January 22, 1998 by and between Pacer and Apollo (the "Merger Agreement") (the Merger Agreement and the other agreements, documents and instruments executed in connection therewith are sometimes collectively referred to as the "Merger Documents"), (i) the - Pacer Merger and the Apollo Merger (the "Mergers") shall have been consummated in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents and shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available fundsbecome effective, (ii) an aggregate the former stockholders -- of $39,900,000 Pacer and Apollo shall be paid by the issuance have received either cash or shares of the Seller Notes, each Holding Company Common Stock in the form of Exhibit 5.3(a) attached hereto, manner specified in the Merger Agreement and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance Apollo, Intermetrics, Pacer and each of the Notes hereunderSubsidiaries of Pacer --- shall have become Wholly-Owned Subsidiaries of the Holding Company. No stockholder of Apollo or Pacer shall have demanded an appraisal of its shares of stock in connection with the Mergers. All filings necessary to effectuate the Mergers, including, without limitation, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of the Articles of Merger with the Secretary of State of The Commonwealth of Massachusetts, shall have been made. No material condition under any of the Merger Documents for the benefit of Apollo and Intermetrics shall have been waived. The terms of the Acquisition Merger Documents shall be satisfactory to you in all material respects. (b) After giving effect to the Closing, the Companies shall not have any Funded Debt or Current Debt other than that evidenced by the Notes and that which is specified on Exhibit 5.9 attached hereto. The debt Indebtedness of ----------- Pacer and equity its Subsidiaries specified on Exhibit 4.3(b) attached hereto -------------- shall have been repaid in full and all related Liens shall have been terminated and you shall have received evidence of the foregoing (including, without limitation, payoff letters, mortgage discharges and UCC termination statements). (c) The capitalization of the Companies shall be in all respects satisfactory to you. Without limiting the generality of the foregoing, the Persons indicated on Exhibit 5.5 attached hereto shall have acquired the ----------- specified number of shares of Holding Company Common Stock for the specified consideration (to be paid in cash, unless otherwise noted on such exhibit), in each case upon terms satisfactory to you in all material respects. (d) You, each of the Other Purchasers, the Holding Company and each other Person who will own any shares of its Subsidiaries Holding Company Common Stock (or any securities convertible into or exercisable or exchangeable for such shares) immediately following the Closing shall have entered into the Stockholders Agreement substantially in the form of Exhibit 4.3(d) attached -------------- hereto (the "Stockholders Agreement") and such agreement shall be in full force and effect. (e) The Holding Company shall have amended its charter such that it is in the form of Exhibit 4.3(e) attached hereto. -------------- (f) The employment agreements dated August 31, 1995 (as amended, the "Employment Agreements") between Intermetrics and each of the following individuals: (i) Xxxxxxx X. Xxxxxxxxx and (ii) Xxxxxx X. Xxxxxxxx, shall - -- have been assigned to the Holding Company and, following the Closing, shall be amended pursuant to amendments in form and substance satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect the Employment Agreements (as so amended) shall provide for the issuance of stock options to the IITRI Acquisition, as Messrs. Alexander and Xxxxxxxx exercisable for not more than 504,179.89 shares of the Closing, the Holding Company shall not have any outstanding Indebtedness other than that evidenced by the Notes Common Stock upon terms and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be conditions satisfactory to you in all material respects. (dg) The Organizational Documents consulting agreement between Intermetrics and Westgate and the consulting agreement between Intermetrics and Levy/Xxxxxxx LLC, each dated August 31, 1995 (collectively, as amended, the "Consulting Agreements"), shall have been amended pursuant to amendments in form and substance satisfactory to you in all material respects and shall be in full force and effect. Without limiting the generality of the Company foregoing, each of the Consulting Agreements shall provide (or Westgate and its Subsidiaries Levy/Xxxxxxx LLC shall otherwise agree in writing) that payments under the Consulting Agreements are subject to the provisions of section 14.6. (h) The IES Spin Out shall have been consummated upon terms and conditions satisfactory to you in all material respects, and the IES Spin Out Documents shall be in form and substance satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. (a) The IITRI Acquisition shall have been consummated in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a5.3 (a) attached hereto, and (iii) an aggregate of $20,343,435.37 _________ shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you in all material respects. (d) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. Lead Arranger and the Lenders shall be satisfied that: (ai) The IITRI as certified to Administrative Agent and the Lenders, the Acquisition (including the Pantone Mergers) shall have been concurrently consummated in accordance with the Acquisition terms of the Pantone Merger Agreement and the other Pantone Merger Documents. No The Pantone Merger Documents shall not have been amended or otherwise modified in any manner adverse to the Lenders in any material term or condition respect, and no material provision of the Acquisition Pantone Merger Documents shall have been waived, amended, modified, supplemented or waived, other than as otherwise modified in any manner without the same may be or may have been amended as prior written approval of the Closing pursuant to the terms and conditions of the applicable Acquisition Document Lenders (true and correct copies of which have been or will approval shall not be provided to you on or prior to Closingunreasonably withheld). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, ; (ii) an aggregate of $39,900,000 shall be paid all related governmental and third party approvals necessary in connection with the transactions contemplated by the issuance of the Seller Notes, each in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of the Closing, the Company shall not have any outstanding Indebtedness other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b) attached hereto. (c) The Bank Pantone Merger Documents shall have been executed and delivered obtained and shall be in full force and effect. The Company effect and all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and all applicable rules and regulations thereunder shall have established pursuant thereto expired or been terminated; (iiii) a Borrower shall have received or shall concurrently receive at least $25,000,000 five-year senior secured revolving credit facility270,000,000 in gross cash proceeds from the borrowing of First Lien Term Loans; (iv) the First Lien Credit Documents and the Intercreditor Agreement shall have been approved by Agents and the Lenders, which approval may not be unreasonably withheld, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms each Lender’s and Agent’s approval of the Bank Documents, including, without limitation, those pursuant to which First Lien Credit Documents and the Notes are subordinated to the Bank Secured Obligations, Intercreditor Agreement shall be satisfactory deemed given by its execution and delivery of its respective signature page to you in all material respects.this Agreement; and (dv) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company Lead Arranger shall have entered into a rights agreement in substantially received or shall concurrently receive (A) reasonably satisfactory evidence that the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which Existing Indebtedness shall be satisfactory to you have been terminated and which all amounts thereunder shall be have been paid in full force and effect. (f) You, the ESOP and the Company all commitments to lend or make other extensions of credit thereunder shall have entered into a Warrant been terminated and (B) reasonably satisfactory arrangements shall have been made for the termination of all Liens granted in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effectconnection therewith.

Related Transactions. (a) The IITRI Pursuant to and in accordance with the terms of the Stock Purchase Agreement dated as of February 24, 1998 (the "Acquisition Agreement") by and among Xxxx X. Xxxxx (the "Seller"), Progressive Software, Inc., a North Carolina corporation ("Progressive"), the Holding Company and TNC (the Acquisition Agreement and the other agreements, documents and instruments executed or to be executed in connection therewith are sometimes collectively referred to as the "Acquisition Documents"), TNC shall have purchased from the Seller all of the issued and outstanding shares of capital stock of Progressive and immediately thereafter merged with and into Progressive (such purchase and merger and the other transactions contemplated by the Acquisition Documents are hereinafter referred to as the "Acquisition"). All provisions of relevant law with respect to the Acquisition shall have been consummated in accordance complied with. All filings necessary to effectuate the Acquisition, including, without limitation, the filing of a Certificate of Merger with the Acquisition Documents. No material term or condition Secretary of the Acquisition Documents State of North Carolina, shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been or will be provided to you on or prior to Closing)made. The purchase price of the Acquired Business shall aggregate consideration to be paid at to or for the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be paid in cash in immediately available funds, (ii) an aggregate of $39,900,000 shall be paid by the issuance account of the Seller Notesin consideration for the transfer of the capital stock of Progressive, each excluding all transaction fees and expenses (which shall not exceed $2,000,000), shall not exceed the amount specified in the form of Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunderAcquisition Agreement. The terms of the Acquisition Documents shall be satisfactory to you in all material respects. (b) The debt and equity capitalization of the Holding Company and each of its Subsidiaries shall be in all respects satisfactory to you in all material respectsyou. Without limiting the generality of the foregoing, after the Persons indicated on Exhibit 5.5(a) attached hereto shall have acquired from the Holding Company the Shares of the Company specified on such exhibit in connection with the Acquisition and shall have paid the consideration specified for such Shares on such exhibit, in each case upon terms satisfactory to you in all material respects. After giving effect to the IITRI Acquisition, as of the Closing, neither the Holding Company nor any of its Subsidiaries shall not have any outstanding Indebtedness Funded Debt or Current Debt other than that evidenced by the Notes and that which is specified on Exhibit 5.3(b5.9 attached hereto. The Obligor shall have repaid in full all of the Indebtedness specified on Exhibit 4.3(b) attached heretohereto and all related Liens shall have been terminated or adequate provision shall have been made therefor and you or your special counsel shall have received evidence of the same. (c) The Organizational Documents of the Holding Company and each of its Subsidiaries shall be in form and substance satisfactory to you in all material respects. (d) The Fleet Bank Documents shall have been executed and delivered and shall be in full force and effect. The Company Holding Company, TNC and UTC shall have established pursuant thereto (i) a an $25,000,000 five8,000,000 one-year senior secured revolving credit facility, facility and (ii) a $35,000,000 12,000,000 five-year senior secured term loan facility. The aggregate amount of the unused borrowing availability immediately following the Closing under such revolving credit facility shall be at least $4,500,000 and you shall have been furnished with a borrowing base certificate satisfactory in form and substance to you evidencing the same. The terms of the Fleet Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, Documents shall be satisfactory to you in all material respects. (d) The Organizational Documents of the Company and its Subsidiaries shall be satisfactory to you in all material respects. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.

Related Transactions. In addition to the purchase and sale of the Seller Shares, the following actions shall take place contemporaneously at the Closing (collectively, the “Related Transactions”): (a) The IITRI Acquisition Seller shall have been consummated in accordance with the Acquisition Documents. No material term or condition of the Acquisition Documents shall have been amended, modified, supplemented or waived, other than as the same may be or may have been amended as of the Closing enter into a 3 year covenant not to compete pursuant to the terms and conditions of the applicable Acquisition Document (true and correct copies of which have been the Seller shall not either individually or will be provided to you on jointly, directly or prior to Closing). The purchase price of the Acquired Business shall be paid at the time of the Closing as follows: indirectly, whether for compensation or not, alone or in association with any other person or entity: (i) Own or share in the earnings of, carry on, manage, operate, control, be engaged in, render services to, solicit customers for, participate in or otherwise be connected with, any business engaged in the operation of an aggregate establishment featuring live female nude or semi-nude entertainment within a five (5) mile radius of $56,000,000 shall be paid in cash in immediately available funds, the Property; or (ii) an aggregate Solicit or induce, or attempt to solicit or induce, any employee, independent contractor, or agent or consultant of $39,900,000 shall be paid by JOY or NIII or any of its affiliates or the issuance business known as “Joy of Austin” to leave his or her employment or terminate his or her agreement or relationship with JOY or NIII or any of its affiliates or the Seller Notes, each in the business known as “Joy of Austin;” The form of Non-Competition Agreement is attached hereto as Exhibit 5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid by the issuance of the Notes hereunder. The terms of the Acquisition Documents shall be satisfactory to you in all material respects2.3(a). (b) The debt and equity capitalization of the Company and each of its Subsidiaries shall be satisfactory Prior to you in all material respects. Without limiting the generality of the foregoing, after giving effect to the IITRI Acquisition, as of or contemporaneously with the Closing, the Company Seller shall not have any outstanding Indebtedness assign and transfer to the Purchaser the Polykrates Purchase Agreement pursuant to an Assignment Agreement, which shall provide, among other than things, that evidenced the Purchaser will (i) assume the obligations of the Seller to pay the purchase price as set forth in the Polykrates Purchase Agreement and (ii) assume First State Bank Note and (iii) discharge those obligations assumed by Purchaser under the Notes Polykrates Purchase Agreement and that which is specified on Exhibit 5.3(bwill receive those benefits conferred upon the Seller as indicated in the Polykrates Purchase Agreement and (iv) attached hereto.be entitled to receive all of the Polykrates Shares of JOY and NIII being transferred in the Polykrates Purchase Agreement; and (c) The Bank Documents shall have been executed Prior to and delivered and contemporaneously with the Closing, there shall be in full force and effect. The Company shall have established pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit facility, and (ii) a $35,000,000 five-year senior secured term loan facility. The terms closing of the Bank Documents, including, without limitation, those pursuant to which the Notes are subordinated to the Bank Secured Obligations, shall be satisfactory to you Polykrates Purchase Agreement as contemplated in all material respects. (d) The Organizational Documents Article II of the Company and its Subsidiaries shall be satisfactory to you in all material respectsPolykrates Purchase Agreement. (e) You, the ESOP and each other holder of any Shares (or warrants or options therefor) issued by the Company shall have entered into a rights agreement in substantially the form of Exhibit 5.3(e) attached hereto (the "Rights Agreement"), the terms of which shall be satisfactory to you and which shall be in full force and effect. (f) You, the ESOP and the Company shall have entered into a Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of which shall be satisfactory to you and which shall be in full force and effect.