OF THE SECOND DESIGNATED SUBSIDIARY, SO LONG AS
THE CONSIDERATION FOR SUCH SALE INCLUDES NET CASH CONSIDERATION IN AN AMOUNT NOT
LESS THAN THE AMOUNT DESIGNATED FOR THE SECOND DESIGNATED SUBSIDIARY IN THE
DESIGNATED SUBSIDIARY SIDE LETTER, AFTER DEDUCTING FROM THE GROSS AMOUNT OF CASH
CONSIDERATION RECEIVED IN RESPECT OF SUCH SALE AN AMOUNT EQUAL TO THE AMOUNT
RESERVED FOR ANY LIABILITY UNDER SECTION 4201, 4204 OR 4212 OF ERISA TO WHICH
ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES MAY BE SUBJECT AS A RESULT OF ANY
WITHDRAWAL FROM A MULTIEMPLOYER PLAN IN CONNECTION WITH SUCH SALE.
(E)
INVESTMENTS IN OTHER PERSONS.
MAKE OR HOLD, OR PERMIT ANY OF ITS
SUBSIDIARIES TO MAKE OR HOLD, ANY INVESTMENT IN ANY PERSON OTHER THAN:
(I)
INVESTMENTS EXISTING ON THE EFFECTIVE DATE AND DESCRIBED ON
SCHEDULE 5.02(E), AND ANY EXTENSIONS, RENEWALS OR REINVESTMENTS THEREOF, SO LONG
AS THE AGGREGATE AMOUNT OF ALL INVESTMENTS PURSUANT TO THIS CLAUSE (MEASURED BY
THE AMOUNT ACTUALLY INVESTED) IS NOT INCREASED AT ANY TIME ABOVE THE AMOUNT OF
SUCH INVESTMENTS EXISTING ON THE EFFECTIVE DATE;
(II)
LOANS AND ADVANCES TO EMPLOYEES IN THE ORDINARY COURSE OF
BUSINESS OF
THE U.S. BORROWER AND ITS SUBSIDIARIES AS PRESENTLY CONDUCTED IN AN
AGGREGATE AMOUNT NOT TO EXCEED $2,000,000 AT ANY TIME OUTSTANDING AND OTHER
LOANS AND ADVANCES TO EMPLOYEES SOLELY FOR THE PURCHASE OF CAPITAL STOCK OF THE
U.S. BORROWER NOT TO EXCEED $2,500,000 AT ANY TIME OUTSTANDING, PROVIDED THAT
EACH SUCH LOAN AND ADVANCE SHALL BE EVIDENCED BY A PROMISSORY NOTE WHICH SHALL
BE PLEDGED TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES
PURSUANT TO THE GUARANTEE AND COLLATERAL AGREEMENT AS SECURITY FOR THE
OBLIGATIONS OF SUCH PLEDGOR HEREUNDER;
(III)
INVESTMENTS BY THE BORROWERS AND THEIR SUBSIDIARIES IN CASH
EQUIVALENTS;
(IV)
INVESTMENTS BY THE BORROWERS IN HEDGE AGREEMENTS PERMITTED UNDER
SECTION 5.02(B)(I)(C);
(V)
INVESTMENTS CONSISTING OF INTERCOMPANY DEBT PERMITTED UNDER
SECTION 5.02(B)(II) AND OTHER INVESTMENTS PERMITTED UNDER THIS
SECTION 5.02(E) BY THE BORROWERS AND THEIR SUBSIDIARIES IN PERSONS THAT ARE
DOMESTIC SUBSIDIARIES AT THE TIME OF THE MAKING OF SUCH INVESTMENTS;
(VI)
INVESTMENTS RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR
REORGANIZATION OF SUPPLIERS OR CUSTOMERS AND IN SETTLEMENT OF DELINQUENT
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OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS ARISING IN THE ORDINARY
COURSE OF BUSINESS;
(VII)
IN THE CASE OF THE U.S. BORROWER, INVESTMENTS REQUIRED PURSUANT TO
SECTION 5.01(K);
(VIII)
INVESTMENTS IN THE CANADIAN BORROWER AND THE MEXICAN SUBSIDIARIES,
PROVIDED THAT (A) IMMEDIATELY BEFORE AND AFTER GIVING EFFECT THERETO, NO DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT THEREFROM AND (B) THE
AGGREGATE AMOUNT OF ALL SUCH INVESTMENTS IN THE CANADIAN BORROWER AND THE
MEXICAN SUBSIDIARIES AS PERMITTED BY THIS CLAUSE (VIII) AND MADE AFTER THE
EFFECTIVE DATE, WHEN AGGREGATED WITH ALL INVESTMENTS IN ANY OTHER FOREIGN
SUBSIDIARIES PURSUANT TO SECTION 5.02(E)(IX), SHALL NOT EXCEED $5,000,000 IN THE
AGGREGATE AT ANY TIME OUTSTANDING PLUS THE AGGREGATE FAIR MARKET OF ASSETS
CONTRIBUTED TO THE FOREIGN SUBSIDIARIES AS PERMITTED BY SECTION 5.02(D)(III);
(IX)
INVESTMENTS IN