CURRENT SALARY OR $5,000 PER
ANNUM; (II) AS REQUIRED UNDER ANY COLLECTIVE BARGAINING AGREEMENT; (III) AS
REQUIRED BY ANY BENEFIT PLAN, OR OTHER AGREEMENT, POLICY OR ARRANGEMENT IN
EFFECT AS OF THE DATE OF THIS AGREEMENT AND DISCLOSED HEREUNDER OR (IV) AS
REQUIRED BY LAW;
(D)
MAKE ANY CAPITAL EXPENDITURE OR COMMITMENT,
OTHER THAN (I) IN THE ORDINARY COURSE OF BUSINESS AND WHICH DO NOT EXCEED
$250,000 INDIVIDUALLY OR $1,000,000 IN THE AGGREGATE;
(E)
EXCEPT WITH RESPECT TO THE ENDORSEMENT OF
NEGOTIABLE INSTRUMENTS IN THE ORDINARY COURSE OF ITS BUSINESS, INCUR, ASSUME OR
GUARANTEE ANY INDEBTEDNESS FOR BORROWED MONEY OTHER THAN (I) PURCHASE MONEY
BORROWINGS; (II) REFUNDINGS OF ANY EXISTING INDEBTEDNESS WHICH IS REFLECTED IN
THE CONCLUSIVE NET WORKING CAPITAL STATEMENT; AND (III) INDEBTEDNESS TO ONE OF
THE SOLD COMPANIES OR THE SUBSIDIARIES;
(F)
ISSUE, DELIVER, SELL, PLEDGE, REDEEM,
DISPOSE OF OR SUBJECT TO ANY LIEN ANY OF THE SHARES OR VENTURE INTERESTS OR ANY
OTHER VOTING SECURITIES OR EQUITY EQUIVALENT OR ANY INTEREST OR SECURITIES
CONVERTIBLE INTO, OR ANY RIGHTS, WARRANTS OR OPTIONS TO ACQUIRE, ANY SUCH SHARES
OR VENTURE INTERESTS, VOTING SECURITIES OR CONVERTIBLE SECURITIES OR EQUITY
EQUIVALENT;
(G)
CHANGE ITS ACCOUNTING METHODS OR PRACTICES
(INCLUDING ANY CHANGE IN DEPRECIATION OR AMORTIZATION POLICIES OR RATES THEREOF)
EXCEPT AS MANDATED BY GAAP;
(H)
MAKE ANY TAX ELECTION, CHANGE ANY ANNUAL TAX
ACCOUNTING PERIOD, AMEND ANY TAX RETURN, SETTLE OR COMPROMISE ANY MATERIAL
INCOME TAX LIABILITY, ENTER INTO ANY CLOSING AGREEMENT, SETTLE ANY TAX CLAIM OR
ASSESSMENT WITH RESPECT TO ANY MATERIAL TAX, SURRENDER ANY RIGHT TO CLAIM A
MATERIAL TAX REFUND OR CONSENT TO AN EXTENSION OR WAIVER OF THE LIMITATIONS
PERIOD APPLICABLE TO ANY TAX CLAIM OR ASSESSMENT; PROVIDED, HOWEVER, THAT
NOTWITHSTANDING THE FOREGOING, THE SELLER SHALL HAVE THE RIGHT IN ITS SOLE
DISCRETION TO SETTLE THE CALIFORNIA INCOME TAX AUDIT OF AIMCOR DE FOR YEARS MAY
1999 - DECEMBER 2000, THE TEXAS INCOME TAX AUDIT OF
39
AIMCOR DE for years May 1999 - December 2001 and the Masterloy Canadian federal
income Tax audit for 2000, 2001 and 2002, and shall have the right to amend the
corresponding Tax Returns in accordance with such settlements;
(I)
ENTER INTO ANY CONTRACT OR COMMITMENT
FOR PURCHASES OR SALES OTHER THAN A CONTRACT OR COMMITMENT WHICH IS IN THE
ORDINARY COURSE OF ITS BUSINESS AND IS ON COMMERCIALLY REASONABLE TERMS AND
CONDITIONS, BASED ON THOSE BUSINESS AND FINANCIAL TERMS AND CONDITIONS THEN
AVAILABLE IN COMPARABLE BONA FIDE ARMS-LENGTH TRANSACTIONS WITH NON-AFFILIATED
PERSONS;
(J)
PREPAY ANY MATERIAL OBLIGATIONS OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(K)
DECLARE, SET ASIDE, MAKE OR PAY ANY
DIVIDEND OR OTHER DISTRIBUTION PAYABLE IN STOCK OR PROPERTY WITH RESPECT TO THE
SHARES;
(L)
WAIVE OR RELEASE ANY RIGHTS OF MATERIAL
VALUE, OR CANCEL, COMPROMISE, RELEASE OR ASSIGN ANY MATERIAL INDEBTEDNESS OWED
TO IT OR ANY MATERIAL CLAIMS HELD BY IT;
(M)
CANCEL OR TERMINATE ANY INSURANCE POLICY
NAMING IT AS A BENEFICIARY OR A LOSS PAYABLE PAYEE;
(N)
ENTER INTO