OTHERWISE PERMITTED BY THIS SECTION 6.12)
AS PERMITTED BY THIS SECTION 6.12.10 DURING THE TWELVE-MONTH PERIOD ENDING WITH
THE MONTH IN WHICH ANY SUCH LEASE, SALE OR OTHER DISPOSITION OCCURS, DO NOT
EXCEED $30,000,000 IN THE AGGREGATE.
6.13.
INVESTMENTS AND ACQUISITIONS.
THE PARENT AND THE BORROWER WILL
NOT, NOR WILL THEY PERMIT ANY SUBSIDIARY TO, MAKE OR SUFFER TO EXIST ANY
INVESTMENTS (INCLUDING WITHOUT LIMITATION, LOANS AND ADVANCES TO, AND OTHER
INVESTMENTS IN, SUBSIDIARIES), OR TO CREATE ANY SUBSIDIARY OR TO BECOME OR
REMAIN A PARTNER IN ANY PARTNERSHIP OR JOINT VENTURE, OR TO MAKE ANY ACQUISITION
OF ANY PERSON, EXCEPT:
6.13.1
CASH AND CASH EQUIVALENT INVESTMENTS.
6.13.2
EXISTING INVESTMENTS IN SUBSIDIARIES AND OTHER INVESTMENTS IN EXISTENCE
ON THE RESTATEMENT EFFECTIVE DATE AND DESCRIBED IN SCHEDULE 6.13 AND ANY RENEWAL
OR EXTENSION OF ANY SUCH INVESTMENTS THAT DOES NOT INCREASE THE AMOUNT OF THE
INVESTMENT BEING RENEWED OR EXTENDED AS DETERMINED AS OF SUCH DATE OF RENEWAL OR
EXTENSION.
6.13.3
INVESTMENTS IN TRADE RECEIVABLES OR RECEIVED IN CONNECTION WITH THE
BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS AND IN SETTLEMENT OF
DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS AND SUPPLIERS
ARISING IN THE ORDINARY COURSE OF BUSINESS.
6.13.4
INVESTMENTS CONSISTING OF INTERCOMPANY LOANS PERMITTED UNDER
SECTION 6.14.6.
55
6.13.5
ACQUISITIONS MEETING THE FOLLOWING REQUIREMENTS OR OTHERWISE APPROVED BY
THE REQUIRED LENDERS (EACH SUCH ACQUISITION CONSTITUTING A "PERMITTED
ACQUISITION"):
(I)
AS OF THE DATE OF THE CONSUMMATION OF SUCH ACQUISITION, NO
DEFAULT OR UNMATURED DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD
RESULT FROM SUCH ACQUISITION, AND THE REPRESENTATION AND WARRANTY CONTAINED IN
SECTION 5.11 SHALL BE TRUE BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH
ACQUISITION;
(II)
SUCH ACQUISITION IS INITIATED BY BORROWER AND CONSUMMATED ON A
NON-HOSTILE BASIS AND CONSUMMATED PURSUANT TO A NEGOTIATED ACQUISITION AGREEMENT
APPROVED BY THE BOARD OF DIRECTORS OR OTHER APPLICABLE GOVERNING BODY OF THE
SELLER OR ENTITY TO BE ACQUIRED;
(III)
THE BUSINESS TO BE ACQUIRED IN SUCH ACQUISITION IS SIMILAR OR
REASONABLY RELATED TO ONE OR MORE OF THE LINES OF BUSINESS IN WHICH THE PARENT,
THE BORROWER AND THE SUBSIDIARIES ARE ENGAGED ON THE RESTATEMENT EFFECTIVE DATE;
(IV)
AS OF THE DATE OF THE CONSUMMATION OF SUCH ACQUISITION, ALL
MATERIAL GOVERNMENTAL AND CORPORATE APPROVALS REQUIRED IN CONNECTION THEREWITH
SHALL HAVE BEEN OBTAINED;
(V)
WITH RESPECT TO EACH PERMITTED ACQUISITION WITH RESPECT TO WHICH
THE PURCHASE PRICE SHALL BE GREATER THAN $75,000,000, NOT LESS THAN TEN
(10) DAYS PRIOR TO THE CONSUMMATION OF SUCH PERMITTED ACQUISITION, THE BORROWER
SHALL HAVE DELIVERED TO THE AGENT A PRO FORMA CONSOLIDATED BALANCE SHEET, INCOME
STATEMENT AND CASH FLOW STATEMENT OF THE PARENT AND THE SUBSIDIARIES (THE
"ACQUISITION PRO FORMA"), BASED ON THE PARENT'S MOST RECENT FINANCIAL STATEMENTS
DELIVERED PURSUANT TO SECTION 6.1 AND TAKING INTO ACCOUNT SUCH PERMITTED
ACQUISITION (INCLUDING, FOR PURPOSES OF CONSOLIDATED EBITDA, FACTUALLY
SUPPORTABLE AND IDENTIFIABLE COSTS SAVINGS AND EXPENSES), THE FUNDING OF ALL
CREDIT EXTENSIONS IN CONNECTION THEREWITH (AND THE USE OF THE PROCEEDS THEREOF)
AND THE REPAYMENT OF