advances to any
person, or purchase or acquire any stock, bonds, notes, debentures or other
obligations or securities of, or any other interest in, or make any capital
contribution to, any other person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract (all of the
foregoing, collectively, "Investments"), except that the following shall be
permitted:
(A)
THE COMPANIES MAY CONSUMMATE THE TRANSACTIONS IN ACCORDANCE WITH
THE PROVISIONS OF THE LOAN DOCUMENTS;
(B)
INVESTMENTS OUTSTANDING ON THE CLOSING DATE AND IDENTIFIED ON
SCHEDULE 6.04(B);
(C)
THE COMPANIES MAY (I) ACQUIRE AND HOLD ACCOUNTS RECEIVABLES OWING
TO ANY OF THEM IF CREATED OR ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND
PAYABLE OR DISCHARGEABLE IN ACCORDANCE WITH CUSTOMARY TERMS, (II) INVEST IN,
ACQUIRE AND HOLD CASH AND CASH EQUIVALENTS, (III) ENDORSE NEGOTIABLE INSTRUMENTS
HELD FOR COLLECTION IN THE ORDINARY COURSE OF BUSINESS OR (IV) MAKE LEASE,
UTILITY AND OTHER SIMILAR DEPOSITS IN THE ORDINARY COURSE OF BUSINESS;
(D)
HEDGING OBLIGATIONS INCURRED PURSUANT TO SECTION 6.01(C);
(E)
LOANS AND ADVANCES TO DIRECTORS, EMPLOYEES AND OFFICERS OF THE US
BORROWER AND THE SUBSIDIARIES FOR BONA FIDE BUSINESS PURPOSES AND TO PURCHASE
EQUITY INTERESTS OF THE US BORROWER, IN AGGREGATE AMOUNT NOT TO EXCEED $500,000
AT ANY TIME OUTSTANDING; PROVIDED THAT NO LOANS IN VIOLATION OF SECTION 402 OF
THE SARBANES-OXLEY ACT SHALL BE PERMITTED HEREUNDER;
(F)
INVESTMENTS (I) BY ANY COMPANY IN THE US BORROWER OR ANY DOMESTIC
GUARANTOR, (II) BY ANY FOREIGN SUBSIDIARY IN THE CAYMAN BORROWER, (III) BY A
SUBSIDIARY THAT IS NOT A GUARANTOR (OTHER THAN THE CAYMAN BORROWER) IN ANY OTHER
SUBSIDIARY THAT IS NOT A GUARANTOR, (IV) BY THE US BORROWER IN THE CAYMAN
BORROWER IN THE FORM OF LOANS OR ADVANCES AS LONG AS AT THE TIME OF AND
IMMEDIATELY AFTER GIVING EFFECT TO SUCH LOAN OR ADVANCE (A) NO DEFAULT OR EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT THEREFROM AND (B) THE
UNPAID PRINCIPAL AMOUNT OF THE US REVOLVING LOANS IS ZERO ($0), AND THE US LC
EXPOSURE AND THE US SWINGLINE EXPOSURE ARE EACH ZERO ($0) AND (V) BY THE
BORROWERS IN IRISH SCIELE IN THE FORM OF LOANS OR ADVANCES IN AN AGGREGATED
AMOUNT NOT TO EXCEED $15.0 MILLION AT ANY TIME OUTSTANDING FOR ALL SUCH LOANS
AND ADVANCES BY THE BORROWERS AS LONG AS AT THE TIME OF OR IMMEDIATELY AFTER
GIVING EFFECT TO SUCH LOAN NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT THEREFROM; PROVIDED THAT ANY INVESTMENT IN THE FORM
OF A LOAN OR ADVANCE SHALL BE EVIDENCED BY THE
93
INTERCOMPANY NOTE AND, IN THE CASE OF A LOAN OR ADVANCE BY A LOAN PARTY, PLEDGED
BY SUCH LOAN PARTY AS COLLATERAL PURSUANT TO THE SECURITY DOCUMENTS;
(G)
INVESTMENTS IN SECURITIES OF TRADE CREDITORS OR CUSTOMERS IN THE
ORDINARY COURSE OF BUSINESS RECEIVED UPON FORECLOSURE OR PURSUANT