OF THIS AGREEMENT;
(N)
THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY
PURCHASE ALL OR A SIGNIFICANT PART OF THE ASSETS OF A BUSINESS CONDUCTED BY
ANOTHER PERSON, MAKE ANY INVESTMENT IN ANY PERSON WHICH, AFTER THE CLOSING DATE
AS A RESULT OF SUCH INVESTMENT BECOMES A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER
WHICH IS NOT AN UNRESTRICTED SUBSIDIARY OR, TO THE EXTENT PERMITTED UNDER
SECTION 8.3, ENTER INTO ANY MERGER, CONSOLIDATION OR AMALGAMATION WITH ANY OTHER
PERSON (ANY SUCH PURCHASE, INVESTMENT OR MERGER, AN "ACQUISITION"); PROVIDED,
HOWEVER, THAT SUCH
122
ACQUISITION SHALL NOT BE PERMITTED UNLESS, (I) AFTER GIVING EFFECT THERETO ON A
PRO FORMA BASIS, NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT WOULD EXIST
HEREUNDER; (II) IF THE TOTAL CONSIDERATION GIVEN AND INDEBTEDNESS ASSUMED IN
CONNECTION WITH SUCH ACQUISITION EXCEEDS $20,000,000, AFTER GIVING EFFECT TO
SUCH ACQUISITION, THE BORROWER'S AVAILABLE LIQUIDITY, MINUS THE LESSER OF
(A) THE AGGREGATE AMOUNT OF UTILIZED OVERDRAFT FACILITIES OF THE BORROWER AND
ITS SUBSIDIARIES OR (B) $60,000,000 SHALL EQUAL OR EXCEED $450,000,000;
(III) THE BORROWER AND ITS SUBSIDIARIES HAVE COMPLIED TO THE EXTENT APPLICABLE
WITH THE REQUIREMENTS OF SECTION 7.11 HEREOF WITH RESPECT TO ANY REQUIRED
ADDITIONAL SECURITY DOCUMENTS; (IV) SUCH ACQUISITION HAS BEEN APPROVED BY THE
BOARD OF DIRECTORS OF THE PERSON TO BE ACQUIRED; PROVIDED, FURTHER, HOWEVER,
NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, NO ACQUISITION (OTHER THAN
ACQUISITIONS IN WHICH THE TOTAL CONSIDERATION PAID (INCLUDING FOR PURPOSES
HEREOF ANY ASSUMED INDEBTEDNESS) DOES NOT EXCEED $20,000,000 FOR ANY SINGLE
ACQUISITION OR $80,000,000 FOR ALL SUCH ACQUISITIONS IN THE AGGREGATE SINCE THE
CLOSING DATE) SHALL BE PERMITTED UNLESS THE BORROWER IS IN COMPLIANCE WITH
SECTION 9.3 ON A PRO FORMA BASIS AND (V) IF SUCH ACQUISITION EITHER RESULTS IN A
NEW FOREIGN SUBSIDIARY OF THE BORROWER OR IS CONSUMMATED BY A FOREIGN SUBSIDIARY
OF THE BORROWER, THE AGGREGATE INVESTMENT WITH RESPECT TO SUCH ACQUISITION, WHEN
ADDED TO THE AGGREGATE OUTSTANDING AMOUNT OF ALL OTHER INVESTMENTS DESCRIBED IN
THIS CLAUSE (V) AFTER THE CLOSING DATE, DOES NOT EXCEED $200,000,000 IN THE
AGGREGATE;
(O)
THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY
MAKE INVESTMENTS IN THE RECEIVABLES SUBSIDIARY AND ANY PARTICIPATING
SUBSIDIARIES PRIOR TO THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT
UNDER SECTION 10.1(N) WHICH IN THE JUDGMENT OF THE BORROWER ARE REASONABLY
NECESSARY IN CONNECTION WITH ANY PERMITTED ACCOUNTS RECEIVABLE SECURITIZATION;
(P)
IN ADDITION TO INVESTMENTS PERMITTED
PURSUANT TO CLAUSES (A) THROUGH (O) ABOVE, THE BORROWER OR ANY OF ITS
SUBSIDIARIES MAY MAKE OTHER INVESTMENTS (A) IN AN OUTSTANDING AMOUNT NOT TO
EXCEED $50,000,000 IN THE AGGREGATE OR (B) WITH AVAILABLE EQUITY PROCEEDS;
PROVIDED, THAT IN EACH CASE THE BORROWER SHALL HAVE COMPLIED TO THE EXTENT
APPLICABLE WITH SECTION 7.11 IN CONNECTION WITH SUCH INVESTMENT; AND PROVIDED
FURTHER, THAT THE BORROWER MAY NOT MAKE OR OWN ANY INVESTMENT IN MARGIN STOCK;
AND
(Q)
THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY
MAKE UNRESTRICTED INVESTMENTS CONSTITUTING RESTRICTED PAYMENTS THAT ARE
PERMITTED BY SECTION 8.4(B); PROVIDED, THAT, THE BORROWER SHALL HAVE