COURSE OF
BUSINESS;
(K)
INDEBTEDNESS OF THE BORROWER OR ITS SUBSIDIARIES ARISING FROM AGREEMENTS
PROVIDING FOR INDEMNIFICATION, ADJUSTMENT OF PURCHASE PRICE OR SIMILAR
OBLIGATIONS, IN EACH CASE, INCURRED IN CONNECTION WITH THE DISPOSITION OF ANY
BUSINESS, ASSETS OR A SUBSIDIARY, OTHER THAN THE GUARANTIES OF INDEBTEDNESS
INCURRED BY ANY PERSON ACQUIRING ALL OR ANY PORTION OF SUCH BUSINESS, ASSETS OR
SUBSIDIARY FOR THE PURPOSE OF FINANCING SUCH ACQUISITION; PROVIDED, HOWEVER,
THAT: (I) SUCH INDEBTEDNESS IS NOT REFLECTED ON THE BALANCE SHEET OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES (CONTINGENT OBLIGATIONS REFERRED TO IN A
FOOTNOTE TO FINANCING STATEMENTS AND NOT OTHERWISE REFLECTED ON THE BALANCE
SHEET WILL NOT BE DEEMED TO BE REFLECTED ON SUCH BALANCE SHEET FOR PURPOSES OF
THIS CLAUSE (I)) AND (II) THE MAXIMUM ASSUMABLE LIABILITY IN RESPECT OF ALL SUCH
INDEBTEDNESS SHALL AT NO TIME EXCEED THE GROSS PROCEEDS INCLUDING NON-CASH
PROCEEDS (THE FAIR MARKET VALUE OF SUCH NON-CASH PROCEEDS BEING MEASURED AT THE
TIME RECEIVED AND WITHOUT GIVING EFFECT TO ANY SUBSEQUENT CHANGES IN VALUE)
ACTUALLY RECEIVED BY THE BORROWER AND ITS SUBSIDIARIES IN CONNECTION WITH SUCH
DISPOSITION;
62
(L)
SUBORDINATED INDEBTEDNESS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES IN AN
AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING NOT TO EXCEED $2,000,000
ISSUED TO DIRECTORS, OFFICERS OR EMPLOYEES OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES IN CONNECTION WITH THE REDEMPTION OR PURCHASE OF CAPITAL STOCK THAT
IS NOT SECURED BY ANY ASSETS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, DOES
NOT REQUIRE CASH PAYMENTS PRIOR TO THE STATED MATURITY OF THE SENIOR NOTES AND
CONTAINS SUBORDINATION TERMS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT;
(M)
INDEBTEDNESS OF THE BORROWER IN THE FORM OF SENIOR SUBORDINATED NOTES IN
CONNECTION WITH THE ISSUANCE OF EIS OR, IF THERE ARE NO EIS OUTSTANDING ON THE
DATE OF SUCH ISSUANCE, THE ISSUANCE OF BORROWER'S CLASS A COMMON STOCK, (AND IN
EACH CASE, THE INCURRENCE OF THE RELATED GUARANTEES IN RESPECT OF SUCH SENIOR
SUBORDINATED NOTES BY THE GUARANTORS), PROVIDED THAT (I) NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME OF SUCH ISSUANCE OR WOULD BE
CAUSED THEREBY, (II) THE RATIO OF THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SENIOR
SUBORDINATED NOTES OVER THE NUMBER OF ADDITIONAL SHARES OF THE BORROWER'S CLASS
A COMMON STOCK ISSUED CONTEMPORANEOUSLY THEREWITH SHALL NOT EXCEED (A) THE
EQUIVALENT RATIO WITH RESPECT TO THE EIS OUTSTANDING IMMEDIATELY PRIOR TO SUCH
ISSUANCE, OR (B) IF THERE ARE NO EIS OUTSTANDING IMMEDIATELY PRIOR TO SUCH
ISSUANCE, THE EQUIVALENT RATIO WITH RESPECT TO THE EIS OUTSTANDING ON THE
CLOSING DATE, AND (III) THE BORROWER USES THE PROCEEDS OF SUCH ISSUANCE SOLELY
TO REPURCHASE SHARES OF CLASS B COMMON STOCK ISSUED ON OR BEFORE THE CLOSING
DATE FROM HOLDERS THEREOF IN ACCORDANCE WITH THE SECURITIES HOLDERS AGREEMENT;
(N)
INDEBTEDNESS OF THE BORROWER CONSISTING OF OUTSTANDING PERMITTED FOREIGN
CURRENCY LETTERS OF CREDIT, THE DOLLAR EQUIVALENT OF WHICH SHALL NOT EXCEED
$5,000,000 IN AGGREGATE PRINCIPAL AMOUNT AS OF THE MOST RECENT CALCULATION