Common use of Restricted Investment Clause in Contracts

Restricted Investment. any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; (d) Permitted Acquisitions; (e) Investments consisting of accounts receivable created, acquired or made by any Obligor in the Ordinary Course of Business and payable or dischargeable in accordance with customary trade terms; (f) Investments consisting of Equity Interests, obligations, securities or other Property received by any Obligor in settlement of accounts receivable from bankrupt obligors; (g) Investments existing on the Closing Date and set forth on Schedule P-1; (h) Investments received as the non-cash portion of the consideration received in connection with a Permitted Asset Disposition; (i) Investments resulting from pledges and deposits constituting Permitted Liens; (j) Hedging Agreements to the extent permitted under Section 10.2.15; (k) Investments made in the Ordinary Course of Business in connection with obtaining, maintaining or renewing customer contracts; (l) Investments consisting of the establishment, deposit of funds (other than proceeds of any Revolver Loans) into, and investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreement); (m) so long as both before and after giving effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall have occurred and be continuing or would result from the making of such Investment, Investments in joint ventures in which a Borrower or a Guarantor acquires or has an Equity Interest, not to exceed at any time $5,000,000, provided that such limitation shall be increased from time to time as such Borrower or Guarantor receives distributions or redemptions with respect to such an Equity Interest; (n) the transfer by Clearwater of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writing.

Restricted Investment. any Investment by a Holdings, Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to AgentInvestments described on Schedule 10.2.5; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7; 10.2.7 (other than clause (d) Permitted Acquisitionsthereof); (e) Investments consisting acquisitions of accounts receivable createdsecurities from account debtors in connection with the satisfaction or enforcement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, acquired or made by any Obligor in each case in the Ordinary Course of Business and payable or dischargeable consistent with past practice and so long as such securities are pledged to Agent for the benefit of the Lenders in accordance with customary trade termsthe Loan Documents; (f) Investments consisting of Equity Interests, obligations, securities or other Property received by in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any Obligor in settlement of accounts receivable from bankrupt obligorstime outstanding; (g) Permitted Asset Investments existing on the Closing Date and set forth on Schedule P-1by Borrower or any of its Subsidiaries; (h) Investments received in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash portion of the consideration received in connection with a Permitted any Asset DispositionDisposition permitted by Section 10.2.6; (il) investments in Borrower; (m) Investments resulting from pledges and deposits constituting Permitted Liens; (j) in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (ko) extensions of trade credit in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (q) Investments made in the Ordinary Course of Business in connection with obtaining, maintaining or renewing customer contractsand resulting from pledges and deposits to the extent permitted under Section 10.2.2(r); (lr) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (s) Investments consisting of any Person in existence at the establishment, deposit time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of funds such Person becoming a Subsidiary; (t) Investments (other than proceeds Investments in respect of any Revolver LoansSubject Business) into, and investment of funds on deposit in, to the Potlatch Escrow Account in accordance extent made with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition proceeds of, or incurrence of Debt otherwise prohibited paid for by the terms issuance of, any Equity Interests by Holdings; and conditions (u) other Investments (other than Investments in respect of this Agreement); (many Subject Business) so long as (i) both before and after giving pro forma effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall have occurred exist and be continuing or would result from such Investment and (ii) either (A) Availability exceeds the making greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such Investment, Investments in joint ventures in which a Borrower time or a Guarantor acquires (y) $250,000,000 or has an Equity Interest, not to exceed (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at any such time or (II) $5,000,000, provided that such limitation shall be increased from time to time as such Borrower or Guarantor receives distributions or redemptions with respect to such an Equity Interest; 200,000,000 and (ny) the transfer by Clearwater Fixed Charge Coverage Ratio as of $50,000,000 to Retainco the most recently ended Fiscal Quarter ended at least thirty days prior to the distribution date of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingdetermination is at least 1.00:1.00.

Restricted Investment. any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; (d) Permitted Acquisitions; (e) Investments consisting of extensions of credit in the nature of accounts receivable created, acquired or made by any Obligor notes receivable arising from the grant of trade credit in the Ordinary Course of Business and payable or dischargeable in accordance with customary trade terms, and Investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors and other credits to suppliers in the Ordinary Course of Business; provided, however, that such trade terms may include such concessionary trade terms as Parent or any such Subsidiary deems reasonable under the circumstances; (f) Investments consisting so long as no Event of Equity InterestsDefault exists immediately before and after giving effect thereto and the Agent shall have received satisfactory evidence that the Borrowers is in compliance with each of the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to the such Investment (as if such Investment were consummated on the first day of the period of measurement) as determined for last day of month most recently ended prior to such Investment (for the trailing twelve month period then-ended), obligationsall based on calculations and assumptions acceptable to the Agent, securities the repurchase, redemption or other Property received acquisition or retirement of any Equity Interests of Parent held by any Obligor current or former officer, director or employee of Parent or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in settlement of accounts receivable from bankrupt obligorsan aggregate amount not to exceed $1,000,000 in any calendar year or $3,000,000 in the aggregate after March 31, 2014; (g) Investments existing on consisting of any deferred portion of the Closing Date and set forth on Schedule P-1sales price received in connection with any Permitted Disposition; (h) without duplication, Investments received to the extent permitted as the non-cash portion of the consideration received in connection with a Permitted Asset DispositionDebt or Contingent Obligations hereunder; (i) Investments resulting from pledges and deposits constituting Permitted Liensthe endorsement of negotiable instruments held for collection in the ordinary course of business; (j) Hedging Agreements to the extent permitted under Section 10.2.15Investments by UK Borrower in any other Obligor or by US Borrower in any other Obligor which is not a Foreign Subsidiary; (k) Investments any other Investment (other than the type set forth above) to the extent that payment for such investment is made with the proceeds of any equity investments in Parent by Persons who are not Obligors, the Ordinary Course cash proceeds of Business in connection with obtaining, maintaining which are (i) contributed directly or renewing customer contractsindirectly to any Obligor or any of its Subsidiaries and (ii) used substantially contemporaneously by such Obligor or its Subsidiaries to make such Investment; (l) obligations incurred pursuant to Hedging Agreements incurred pursuant to Section 10.2.1; and (m) other Investments consisting of the establishment, deposit of funds (other than proceeds of any Revolver Loansthe type set forth in clauses (a) into, and investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause through (l) above) not to exceed $2,000,000 times the Growth Multiple. For purposes of this definition, (i) the outstanding amount of any investment shall not be deemed to be implied consent to the initial cost of such Investment when made, purchased or acquired (without any Asset Disposition adjustments for subsequent increases or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreementdecreases in value); (m) so long as both before and after , but giving effect to any such Investmentrepayments, Modified Availability is greater than $50,000,000interest, returns, profits, dividends, distributions, proceeds, fees, income and so long as no Default other amounts received or Event of Default shall have occurred and be continuing or would result from realized by the making Obligors in respect of such InvestmentInvestment and determined without regard to any write-downs or write-offs of any investments, Investments loans or advances in joint ventures connection therewith and (ii) in which a Borrower or a Guarantor acquires or has an Equity Interestthe event that any Investment meets the criteria of more than one of the categories described in clauses (a) through (m), not to exceed at any time $5,000,000, provided that such limitation the Obligors shall be increased from time permitted to time as make any such Borrower or Guarantor receives distributions or redemptions Investment in any manner that complies with respect to such an Equity Interest; (n) this definition and may rely upon more than one of the transfer by Clearwater of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingcategories described above.

Restricted Investment. any Investment by a Holdings, Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to AgentInvestments described on Schedule 10.2.5; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7; 10.2.7 (other than clause (d) Permitted Acquisitionsthereof); (e) Investments consisting acquisitions of accounts receivable createdsecurities from account debtors in connection with the satisfaction or enforcement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, acquired or made by any Obligor in each case in the Ordinary Course of Business and payable or dischargeable consistent with past practice and so long as such securities are pledged to Agent for the benefit of the Lenders in accordance with customary trade termsthe Loan Documents; (f) Investments consisting of Equity Interests, obligations, securities or other Property received by in wholly-owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $15,000,000 in the aggregate at any Obligor in settlement of accounts receivable from bankrupt obligorstime outstanding; (g) Permitted Asset Investments existing on the Closing Date and set forth on Schedule P-1by Borrower or any Material Subsidiary; (h) Investments received in wholly-owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in wholly-owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash portion of the consideration received in connection with a Permitted any Asset DispositionDisposition permitted by Section 10.2.6; (il) investments in the Borrower; (m) Investments resulting from pledges and deposits constituting Permitted Liens; (j) in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (ko) extensions of trade credit in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (q) Investments made in the Ordinary Course of Business in connection with obtaining, maintaining or renewing customer contractsand resulting from pledges and deposits to the extent permitted under Section 10.2.2(r); (lr) Permitted Contingent Obligations; (s) Investments consisting of any Person in existence at the establishment, deposit time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of funds such Person becoming a Subsidiary; (t) Investments (other than Investments in respect of Permitted Asset Investments) to the extent made with the proceeds of any Revolver Loansequity issuances by Holdings; and (u) into, and investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreement); (m) other Investments so long as both before and as, after giving effect to any such Investment, Modified Availability is greater at least $150,000,000. Restrictive Agreement: an agreement (other than $50,000,000, and so long as no Default a Loan Document) that conditions or Event materially restricts the right of Default shall have occurred and be continuing or would result from the making of such Investment, Investments in joint ventures in which a Borrower or a Guarantor acquires any other Obligor to incur or has an Equity Interestrepay Borrowed Money, not to exceed at grant Liens on any time $5,000,000Collateral, provided that such limitation shall be increased from time to time as such Borrower modify, extend or Guarantor receives distributions renew any agreement evidencing Borrowed Money, to repay any intercompany Debt or redemptions with respect to such an Equity Interest; (n) the transfer by Clearwater of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingdeclare or make Distributions.

Restricted Investment. any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation Investments made after the Closing Date by any Obligor in form and substance satisfactory to Agentany other Obligor; (c) Investments made after the Closing Date by any Subsidiary that is not an Obligor in any other Subsidiary that is not an Obligor; (d) Investments made after the Closing Date by any Subsidiary that is not an Obligor in any Obligor; (e) Investments made after the Closing Date by any Obligor in (i) so long as no Default or Event of Default exists immediately prior to and after giving effect thereto, any Subsidiary that is not an Obligor in an aggregate amount not to exceed $1,000,000 at any one time outstanding, and (ii) any Foreign Subsidiary, so long as the Payment Conditions are satisfied with respect to each such Investment, in an amount at any time outstanding not to exceed $20,000,000 with respect to any single Foreign Subsidiary and $40,000,000 in the aggregate; (f) deposits made in the Ordinary Course of Business to secure the performance of leases, the payment of rent or other obligations permitted hereunder; (g) Bank Products permitted hereunder; (h) Investments in the form of travel advances and relocation and other loans and advances to employees for reasonable and customary business-related travel, entertainment, relocation, and analogous ordinary business purposes, and payroll advances in connection with changes in payroll systems and other advances of payroll payments to employees, in each case in the Ordinary Course of Business; (i) Investments consisting of loans to employees to finance the purchase of Equity Interests of the Borrowers pursuant to employee stock purchase plans or agreements approved by the Borrowers’ board of directors; (j) Investments consisting of extensions of credit to the customers of the Borrowers or of any of their Subsidiaries in the nature of accounts receivable, prepaid royalties, or notes receivable, arising from the grant of trade credit or licensing activities of such Borrower or such Subsidiary, in each case in the Ordinary Course of Business; (k) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in 151955433_5 settlement of litigation, delinquent obligations of, and other disputes with, customers, suppliers or other Persons arising in the Ordinary Course of Business (including Investments received upon foreclosure of any secured customer leases or licenses); (l) Investments held by a Person acquired in a Permitted Acquisition; provided that such Investments are held by such Person or are made pursuant to a binding commitment of such Person in effect as of the date of such Permitted Acquisition and not acquired or entered into in contemplation of such Permitted Acquisition; (m) Investments received in connection with any Permitted Asset Disposition; (n) so long as no Default or Event of Default exists immediately prior to and after giving effect thereto, additional Investments in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (o) Bank Products (p) cash and Cash Equivalents; (q) loans and advances permitted under Section 10.2.7; (dr) Permitted Acquisitions; (es) Investments consisting constituting cash collateral for the Signature Letter of accounts receivable created, acquired or made by Credit; and (t) any Obligor in the Ordinary Course of Business and payable or dischargeable in accordance with customary trade terms; (f) Investments consisting of Equity Interests, obligations, securities or other Property received by any Obligor in settlement of accounts receivable from bankrupt obligors; (g) Investments existing on the Closing Date and set forth on Schedule P-1; (h) Investments received as the non-cash portion of the consideration received in connection with a Permitted Asset Disposition; (i) Investments resulting from pledges and deposits constituting Permitted Liens; (j) Hedging Agreements to the extent permitted under Section 10.2.15; (k) Investments made in the Ordinary Course of Business in connection with obtaining, maintaining or renewing customer contracts; (l) Investments consisting of the establishment, deposit of funds cash (other than proceeds of any Revolver Loans) into, and investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreement); (mAcquisitions) so long as both before and after giving effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall have occurred and be continuing or would result from the making of such Investment, Investments in joint ventures in which a Borrower or a Guarantor acquires or has an Equity Interest, not to exceed at any time $5,000,000, provided that such limitation shall be increased from time to time as such Borrower or Guarantor receives distributions or redemptions Payment Conditions are satisfied with respect to each such an Equity Interest; (n) the transfer by Clearwater of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingother Investment.

Restricted Investment. any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing (i) which Investments are in existence on the Closing Date, and (ii) that are Borrowers or Guarantors; (b) Cash Equivalents that are subject to AgentLender’s Lien and control, pursuant to documentation in form and substance satisfactory to AgentLender; (c) loans and advances permitted under Section 10.2.7Reserved; (d) Permitted Acquisitions; (e) Investments consisting of accounts receivable created, acquired the endorsement of negotiable instruments for deposit or made by any Obligor collection or similar transactions in the Ordinary Course of Business and payable or dischargeable in accordance with customary trade termsBusiness; (f) Investments consisting of Equity Interests, obligations, securities or other Property received by any Obligor in settlement of accounts receivable from bankrupt obligorsdeposit and investment accounts; (g) Investments existing on the Closing Date and set forth on Schedule P-1accepted in connection with a Disposition not prohibited by Section 10.2.6; (h) Investments received as the non-cash portion of the consideration (including debt obligations) received in connection with a Permitted Asset Dispositionthe bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business; (i) Investments resulting from pledges and deposits constituting Permitted Liensconsisting of hedging arrangements not otherwise prohibited hereunder; (j) Hedging Agreements Investments in an aggregate amount not to exceed $2,500,000 per Fiscal Year, consisting of (x) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and (y) loans to employees, officers or directors relating to the extent permitted under Section 10.2.15purchase of Equity Interests of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s board of directors; (k) to the extent constituting an Investment, Investments made consisting of “transfer pricing,” “cost plus” arrangements in the Ordinary Course of Business by Borrower in connection its wholly owned Foreign Subsidiaries (other than directors’ qualifying shares or other similar shares as required by applicable law), for operating expenses, provided that the amount charged to Borrower and the other terms of such arrangements are upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with obtaining, maintaining or renewing customer contractsa nonaffiliated Person; (l) Investments consisting of the establishment, deposit of funds (other than proceeds of loans and advances to Borrower’s wholly owned Foreign Subsidiaries in an aggregate amount not to exceed $500,000 in any Revolver Loans) into, Fiscal Year; and investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreement); (m) any other Investment made in cash so long as both before and after giving effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall have occurred and be continuing or would result from the making of such Investment, Investments in joint ventures in which a Borrower or a Guarantor acquires or has an Equity Interest, not to exceed at any time $5,000,000, provided that such limitation shall be increased from time to time as such Borrower or Guarantor receives distributions or redemptions Payment Conditions are satisfied with respect to each such an Equity Interest; (n) the transfer by Clearwater of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingInvestment.

Restricted Investment. any Investment by a Borrower or Subsidiary, other than (a) (i) Investments in Subsidiaries (other than a Borrower or Guarantor) to the extent existing on the Closing Date, (ii) Investments consisting of intercompany loans permitted under Section 10.2.7(e) and Investments other than loans by a Borrower in another Borrower and (iii) other Investments existing on the Closing Date and set forth on Schedule 10.2.5; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; (d) Permitted AcquisitionsInvestments pursuant to Hedging Agreements permitted hereunder; (e) Investments consisting received in connection with the bankruptcy or reorganization of, or settlement of accounts receivable createddelinquent Accounts and disputes with, acquired or made by any Obligor customers and suppliers, in each case in the Ordinary Course of Business and payable or dischargeable in accordance with customary trade terms; (f) Investments consisting of Equity Interests, obligations, securities or other Property received by any Obligor in settlement of accounts receivable from bankrupt obligors; (g) Investments existing on the Closing Date and set forth on Schedule P-1; (h) Investments received as the non-cash portion of the consideration received in connection with a Permitted Asset Disposition described in clause (e) of the definition of the term “Permitted Asset Disposition”; (if) Investments resulting from pledges and constituting deposits constituting Permitted Liens; (j) Hedging Agreements to made in connection with the extent permitted under Section 10.2.15; (k) Investments made purchase of goods or services in the Ordinary Course of Business in connection with obtaining, maintaining or renewing customer contractsan aggregate amount for such deposits not to exceed $625,000 at any one time; (lg) Investments consisting of the establishment, deposit of funds (other than proceeds of any Revolver Loans) into, and investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreement); (m) so long as both before and after giving effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall have occurred exists, Investments in Joint Ventures and be continuing Foreign Subsidiaries not to exceed $6,250,000 in the aggregate in any Fiscal Year; (h) so long as no Event of Default exists, other Investments not to exceed $625,000 in the aggregate; (i) the investment of funds under the terms of the Olympic Steel, Inc. Executive Deferred Compensation Plan dated effective December 1, 2004 and any other compensation plan established after the Closing Date in the Ordinary Course of Business; (j) Permitted Acquisitions; (k) formation, creation or would result from acquisition of one or more Subsidiaries after the making of Closing Date in accordance with Section 10.1.9 that become Borrowers hereunder and (l) any other Investment (other than an Acquisition) as long as immediately before and after giving effect to such Investment, either (A) both actual and pro forma, respectively, Availability is equal to or exceeds 20% of the aggregate amount of Revolver Commitments then in effect or (B)(i) both actual and pro forma, respectively, Availability is equal to or exceeds 12.5% of the aggregate amount of Revolver Commitments then in effect and (ii) immediately after giving effect to such Investment, the Fixed Charge Coverage Ratio (recomputed for the most recent month for which financial statements have been delivered) is at least 1.00 to 1.00 for the period of twelve fiscal months then most recently ended; and Agent shall have received a certificate, in form and substance satisfactory to Agent, from a knowledgeable Senior Officer of Borrower Agent, certifying (and showing the calculations therefor in reasonable detail and, in the case of demonstrating compliance with subclause (B)(ii), a pro forma Compliance Certificate, in form and substance satisfactory to Agent) compliance with the requirements of this clause (l). In valuing any Investments for the purpose of applying the limitations set forth in joint ventures in which a Borrower or a Guarantor acquires or has an Equity Interestany of the foregoing clauses of this definition (except as otherwise expressly provided herein), not to exceed at any time $5,000,000, provided that such limitation Investment shall be increased from time to time as such Borrower taken at the original cost thereof, without allowance for any subsequent write-offs or Guarantor receives distributions appreciation or redemptions with respect to such an Equity Interest; (n) the transfer by Clearwater depreciation, but less any amount repaid or recovered on account of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingcapital or principal.

Restricted Investment. any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing DateDate and disclosed in writing to Lender on Schedule 10.2.5 to the Disclosure Letter and any modification, replacement, renewal or extension thereof to the extent not involving any additional investment; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; (d) Permitted Acquisitions; (e) Investments investments consisting of accounts receivable created, acquired or made by any Obligor (i) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business and payable (ii) loans to employees, officers or dischargeable in accordance with customary trade termsdirectors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by the Borrower’s board of directors; (f) Investments consisting (including debt obligations) received in connection with the bankruptcy or reorganization of Equity Interests, obligations, securities customers or other Property received by any Obligor suppliers and in settlement of accounts receivable from bankrupt obligorsdelinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business; (g) Investments existing on consisting of the Closing Date and set forth on Schedule P-1endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course of Business; (h) Investments received as the non-cash portion of the consideration received in connection with a Permitted Asset DispositionSubsidiaries that are Obligors; (i) Investments resulting from pledges and deposits constituting Permitted Liensin Subsidiaries that are not Obligors; provided, that with respect to each such Investment made under this clause (i) the Payment Conditions are satisfied; (j) Hedging Agreements to the extent permitted under Section 10.2.15Investments by Subsidiaries that are not Obligors in other Subsidiaries that are not Obligors; (k) Investments any other Investment made in cash; provided, that with respect to each such Investment made under this clause (k) the Ordinary Course of Business in connection with obtaining, maintaining or renewing customer contractsPayment Conditions are satisfied; and (l) Investments consisting of to the establishment, deposit of funds (other than proceeds of any Revolver Loans) into, and investment of funds on deposit in, the Potlatch Escrow Account extent they are held in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition Deposit Accounts or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreement); (m) so long as both before and after giving effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall have occurred and be continuing or would result from the making of such Investment, Investments in joint ventures Securities Accounts in which Agent has a Borrower or a Guarantor acquires or has an Equity Interest, not to exceed at any time $5,000,000, provided that such limitation shall be increased from time to time as such Borrower or Guarantor receives distributions or redemptions with respect to such an Equity Interest; (n) the transfer by Clearwater of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingperfected first priority Lien.

Restricted Investment. any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; (d) Permitted Acquisitions; (e) Investments consisting of extensions of credit in the nature of accounts receivable created, acquired or made by any Obligor notes receivable arising from the grant of trade credit in the Ordinary Course of Business and payable or dischargeable in accordance with customary trade terms, and Investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors and other credits to suppliers in the Ordinary Course of Business; provided, however, that such trade terms may include such concessionary trade terms as Parent or any such Subsidiary deems reasonable under the circumstances; (f) Investments consisting so long as no Event of Equity InterestsDefault exists immediately before and after giving effect thereto and the Agent shall have received satisfactory evidence that the Borrowers is in compliance with each of the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to the such Investment (as if such Investment were consummated on the first day of the period of measurement) as determined for last day of month most recently ended prior to such Investment (for the trailing twelve month period then-ended), obligationsall based on calculations and assumptions acceptable to the Agent, securities the repurchase, redemption or other Property received acquisition or retirement of any Equity Interests of Parent held by any Obligor current or former officer, director or employee of Parent or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in settlement of accounts receivable from bankrupt obligorsan aggregate amount not to exceed $1,000,000 in any calendar year or $3,000,000 in the aggregate after March 31, 2014; (g) Investments existing on consisting of any deferred portion of the Closing Date and set forth on Schedule P-1sales price received in connection with any Permitted Disposition; (h) without duplication, Investments received to the extent permitted as the non-cash portion of the consideration received in connection with a Permitted Asset DispositionIndebtedness or Contingent Obligations hereunder; (i) Investments resulting from pledges and deposits constituting Permitted Liensthe endorsement of negotiable instruments held for collection in the ordinary course of business; (j) Hedging Agreements to the extent permitted under Section 10.2.15Investments by UK Borrower in any other Obligor or by US Borrower in any other Obligor which is not a Foreign Subsidiary; (k) Investments any other Investment (other than the type set forth above) to the extent that payment for such investment is made with the proceeds of any equity investments in Parent by Persons who are not Obligors, the Ordinary Course cash proceeds of Business in connection with obtaining, maintaining which are (i) contributed directly or renewing customer contractsindirectly to any Obligor or any of its Subsidiaries and (ii) used substantially contemporaneously by such Obligor or its Subsidiaries to make such Investment; and (l) other Investments consisting of the establishment, deposit of funds (other than proceeds of any Revolver Loansthe type set forth in clauses (a) into, and investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement through (it being understood that this clause (lk) shall not be deemed to be implied consent to any Asset Disposition or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreement); (mabove) so long as both before and after giving effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall have occurred and be continuing or would result from the making of such Investment, Investments in joint ventures in which a Borrower or a Guarantor acquires or has an Equity Interest, not to exceed $2,000,000 at any time $5,000,000, provided that such limitation shall be increased from time to time as such Borrower or Guarantor receives distributions or redemptions with respect to such an Equity Interest; (n) the transfer by Clearwater of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingtime.

Restricted Investment. any Investment by a Holdings, Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to AgentInvestments described on Schedule 10.2.5; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7; 10.2.7 (other than clause (d) Permitted Acquisitionsthereof); (e) Investments consisting acquisitions of accounts receivable createdsecurities from account debtors in connection with the satisfaction or enforcement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, acquired or made by any Obligor in each case in the Ordinary Course of Business and payable or dischargeable consistent with past practice and so long as such securities are pledged to Agent for the benefit of the Lenders in accordance with customary trade termsthe Loan Documents; (f) Investments consisting of Equity Interests, obligations, securities or other Property received by in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $15,000,000 in the aggregate at any Obligor in settlement of accounts receivable from bankrupt obligorstime outstanding; (g) Permitted Asset Investments existing on the Closing Date and set forth on Schedule P-1by Borrower or any of its Subsidiaries; (h) Investments received in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash portion of the consideration received in connection with a Permitted any Asset DispositionDisposition permitted by Section 10.2.6; (il) investments in Borrower; (m) Investments resulting from pledges and deposits constituting Permitted Liens; (j) in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (ko) extensions of trade credit in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (q) Investments made in the Ordinary Course of Business in connection with obtaining, maintaining or renewing customer contractsand resulting from pledges and deposits to the extent permitted under Section 10.2.2(r); (lr) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (s) Investments consisting of any Person in existence at the establishment, deposit time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of funds such Person becoming a Subsidiary; (t) Investments (other than proceeds Investments in respect of any Revolver LoansSubject Business) into, and investment of funds on deposit in, to the Potlatch Escrow Account in accordance extent made with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition proceeds of, or incurrence of Debt otherwise prohibited paid for by the terms issuance of, any Equity Interests by Holdings; and conditions (u) other Investments (other than Investments in respect of this Agreement); (many Subject Business) so long as (i) both before and after giving pro forma effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall have occurred exist and be continuing or would result from such Investment and (ii) either (A) Availability exceeds the making greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such Investment, Investments in joint ventures in which a Borrower time or a Guarantor acquires (y) $200,000,000 or has an Equity Interest, not to exceed (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at any such time or (II) $5,000,000, provided that such limitation shall be increased from time to time as such Borrower or Guarantor receives distributions or redemptions with respect to such an Equity Interest; 150,000,000 and (ny) the transfer by Clearwater Fixed Charge Coverage Ratio as of $50,000,000 to Retainco the most recently ended Fiscal Quarter ended at least thirty days prior to the distribution date of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingdetermination is at least 1.00:1.00.

Restricted Investment. any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; (d) Permitted Acquisitions; (e) Investments consisting of extensions of credit in the nature of accounts receivable created, acquired or made by any Obligor notes receivable arising from the grant of trade credit in the Ordinary Course of Business and payable or dischargeable in accordance with customary trade terms, and Investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors and other credits to suppliers in the Ordinary Course of Business; provided, however, that such trade terms may include such concessionary trade terms as Parent or any such Subsidiary deems reasonable under the circumstances; (f) Investments consisting so long as no Event of Equity InterestsDefault exists immediately before and after giving effect thereto and the Agent shall have received satisfactory evidence that the Borrowers is in compliance with each of the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to the such Investment (as if such Investment were consummated on the first day of the period of measurement) as determined for last day of month most recently ended prior to such Investment (for the trailing twelve month period then-ended), obligationsall based on calculations and assumptions acceptable to the Agent, securities the repurchase, redemption or other Property received acquisition or retirement of any Equity Interests of Parent held by any Obligor current or former officer, director or employee of Parent or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in settlement of accounts receivable from bankrupt obligorsan aggregate amount not to exceed $1,000,000 in any calendar year or $3,000,000 in the aggregate after March 31, 2014; (g) Investments existing on consisting of any deferred portion of the Closing Date and set forth on Schedule P-1sales price received in connection with any Permitted Disposition; (h) without duplication, Investments received to the extent permitted as the non-cash portion of the consideration received in connection with a Permitted Asset DispositionDebt or Contingent Obligations hereunder; (i) Investments resulting from pledges and deposits constituting Permitted Liensthe endorsement of negotiable instruments held for collection in the ordinary course of business; (j) Hedging Agreements to the extent permitted under Section 10.2.15Investments by UK Borrower in any other Obligor or by US Borrower in any other Obligor which is not a Foreign Subsidiary; (k) Investments any other Investment (other than the type set forth above) to the extent that payment for such investment is made with the proceeds of any equity investments in Parent by Persons who are not Obligors, the Ordinary Course cash proceeds of Business in connection with obtaining, maintaining which are (i) contributed directly or renewing customer contractsindirectly to any Obligor or any of its Subsidiaries and (ii) used substantially contemporaneously by such Obligor or its Subsidiaries to make such Investment; (l) obligations incurred pursuant to Hedging Agreements incurred pursuant to Section 10.2.1; and (m) other Investments consisting of the establishment, deposit of funds (other than proceeds of any Revolver Loansthe type set forth in clauses (a) into, and investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause through (l) above) not to exceed $2,000,000 times the Growth Multiple. For purposes of this definition, (i) the outstanding amount of any investment shall not be deemed to be implied consent to the initial cost of such Investment when made, purchased or acquired (without any Asset Disposition adjustments for subsequent increases or incurrence of Debt otherwise prohibited by the terms and conditions of this Agreementdecreases in value); (m) so long as both before and after , but giving effect to any such Investmentrepayments, Modified Availability is greater than $50,000,000interest, returns, profits, dividends, distributions, proceeds, fees, income and so long as no Default other amounts received or Event of Default shall have occurred and be continuing or would result from realized by the making Obligors in respect of such InvestmentInvestment and determined without regard to any write-downs or write-offs of any investments, Investments loans or advances in joint ventures connection therewith and (ii) in which a Borrower or a Guarantor acquires or has an Equity Interestthe event that any Investment meets the criteria of more than one of the categories described in clauses (a) through (m), not to exceed at any time $5,000,000, provided that such limitation the Obligors shall be increased from time permitted to time as make any such Borrower Investment in any manner that complies with this definition and may rely upon more than one of the categories described above. Restrictive Agreement: an agreement (other than a Loan Document) that conditions or Guarantor receives distributions restricts the right of any Borrower, Subsidiary or redemptions with respect other Obligor to such an Equity Interest; (n) the transfer incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt. Royalties: all royalties, fees, expense reimbursement and other amounts payable by Clearwater of $50,000,000 to Retainco prior to the distribution of Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writingany Obligor or its respective Subsidiaries under a License.