ACQUISITION COMPANIES FOR THE
PURPOSE OF MAKING PERMITTED ACQUISITIONS AND MAKE PERMITTED ACQUISITIONS;
(M) EACH CREDIT PARTY MAY PROVIDE CASH COLLATERAL TO AGENT IN ACCORDANCE WITH
THE LOAN DOCUMENTS; (P) EACH CREDIT PARTY MAY ENTER INTO HEDGING ARRANGEMENTS IN
THE ORDINARY COURSE OF BUSINESS, (Q) BORROWER AND SECURED GUARANTORS MAY MAKE
ADDITIONAL INVESTMENTS AFTER THE CLOSING DATE IN RBC DE MEXICO S DE R.L. DE CV
IN AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000 IN THE AGGREGATE (WHICH MAY
INCLUDE TRANSFERRED EQUIPMENT WITH AN APPRAISED ORDERLY LIQUIDATION VALUE NOT TO
EXCEED $500,000 IN THE AGGREGATE) DURING THE FIRST TWO YEARS FOLLOWING THE
CLOSING DATE, WHICH LIMITATIONS SHALL BE INCREASED TO $1,500,000 AND $750,000
RESPECTIVELY AS OF THE SECOND ANNIVERSARY OF THE CLOSING DATE; AND (R) CREDIT
PARTIES MAY MAKE OTHER INVESTMENTS NOT TO EXCEED THE DOLLAR EQUIVALENT OF
$1,000,000 IN THE AGGREGATE.
6.3
INDEBTEDNESS.
(A)
SUCH CREDIT PARTY SHALL NOT CREATE, INCUR,
ASSUME OR PERMIT TO EXIST ANY INDEBTEDNESS, EXCEPT (WITHOUT DUPLICATION) (I)
INDEBTEDNESS SECURED BY PURCHASE MONEY SECURITY INTERESTS AND CAPITAL LEASES
PERMITTED IN SECTION 6.7(C), (II) THE LOANS AND THE OTHER OBLIGATIONS, (III)
UNFUNDED PENSION FUND AND OTHER EMPLOYEE BENEFIT PLAN OBLIGATIONS AND
LIABILITIES TO THE EXTENT THEY ARE PERMITTED TO REMAIN UNFUNDED UNDER APPLICABLE
LAW, (IV) EXISTING INDEBTEDNESS DESCRIBED IN DISCLOSURE SCHEDULE (6.3)
(INCLUDING EARN-OUTS PAYABLE TO SELLERS OF BUSINESSES, IF ANY, CONSTITUTING
INDEBTEDNESS) AND REFINANCINGS THEREOF OR AMENDMENTS OR MODIFICATIONS THERETO
THAT DO NOT HAVE THE EFFECT OF INCREASING THE PRINCIPAL AMOUNT THEREOF OR
CHANGING THE AMORTIZATION THEREOF (OTHER THAN TO EXTEND THE SAME) AND THAT ARE
OTHERWISE ON TERMS AND CONDITIONS NO LESS FAVORABLE TO ANY CREDIT PARTY, AGENT
OR ANY LENDER, AS REASONABLY DETERMINED BY AGENT, THAN THE TERMS OF THE
INDEBTEDNESS BEING REFINANCED, AMENDED OR MODIFIED, (V) INDEBTEDNESS
SPECIFICALLY PERMITTED UNDER SECTION 6.1, (VI) INDEBTEDNESS CONSISTING OF
INTERCOMPANY LOANS AND ADVANCES MADE BY BORROWER TO ANY SECURED GUARANTOR OR BY
ANY SECURED GUARANTOR TO BORROWER OR ANOTHER SECURED GUARANTOR OR CONSISTING OF
INTERCOMPANY LOANS AND ADVANCES TO THE EXTENT PERMITTED UNDER SECTIONS 6.2(F),
(G), (H), (I) ,(J), (K),(L) AND (M); PROVIDED, THAT:
(A) BORROWER SHALL HAVE
EXECUTED AND DELIVERED TO EACH SUCH SECURED GUARANTOR, AND EACH SUCH SECURED
GUARANTOR SHALL HAVE EXECUTED AND DELIVERED TO BORROWER OR ANOTHER SUCH SECURED
GUARANTOR, AS APPLICABLE, AND SCHAUBLIN HOLDING, SCHAUBLIN AND EACH OF THE
FRENCH OPERATING COMPANIES SHALL HAVE EXECUTED AND DELIVERED TO BORROWER,
SCHAUBLIN HOLDING OR
49
SCHAUBLIN, AS APPLICABLE, AS OF THE EFFECTIVE DATE, A DEMAND NOTE (COLLECTIVELY,
THE "INTERCOMPANY NOTES") TO EVIDENCE ANY SUCH INTERCOMPANY INDEBTEDNESS OWING
AT ANY TIME BY BORROWER TO SUCH SECURED GUARANTOR OR BY SUCH SECURED GUARANTOR
TO BORROWER OR SUCH OTHER SECURED GUARANTOR OR BY SCHAUBLIN HOLDING SCHAUBLIN OR
EACH OF THE FRENCH OPERATING COMPANIES TO BORROWER, SCHAUBLIN HOLDING OR
SCHAUBLIN (AS APPLICABLE), WHICH INTERCOMPANY NOTES SHALL BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND SHALL BE PLEDGED AND DELIVERED OR
ASSIGNED TO AGENT PURSUANT TO THE APPLICABLE PLEDGE AGREEMENT OR SECURITY
AGREEMENT OR OTHER