8.8(K), OF ANY NON-GUARANTOR
SUBSIDIARY;
(D)
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF AND LISTED ON
SCHEDULE 8.2(D) AND ANY REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF
(WITHOUT INCREASING, OR SHORTENING THE MATURITY OF, THE PRINCIPAL AMOUNT
THEREOF);
(E)
INDEBTEDNESS (INCLUDING, WITHOUT LIMITATION, CAPITAL LEASE
OBLIGATIONS) SECURED BY LIENS PERMITTED BY SECTION 8.3(L) IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000 AT ANY ONE TIME OUTSTANDING;
(F)
HEDGE AGREEMENTS PERMITTED BY SECTION 8.7;
(G)
INDEBTEDNESS OWING BY TMP UNDER THAT CERTAIN 15,000,000 AUSTRALIAN
DOLLAR GUARANTEE IN FAVOR OF AMP LIFE LIMITED, THE LANDLORD FOR PROPERTY IN
SYDNEY, AUSTRALIA LEASED BY CERTAIN OF TMP'S SUBSIDIARIES AND CERTAIN
SUBSIDIARIES OF HUDSON HIGHLAND GROUP, INC. ("HHG"), AND TMP'S OBLIGATION TO
REIMBURSE UP TO $10,000,000 OF HHG'S CASH PAYMENTS RELATED TO HHG'S ACCRUED
INTEGRATION, RESTRUCTURING AND BUSINESS REORGANIZATION OBLIGATIONS DURING THE
FIRST YEAR FOLLOWING THE SPIN-OFF TRANSACTION (COLLECTIVELY, THE "AMP-HUDSON
OBLIGATIONS");
(H)
CONTINGENT CONSIDERATION INCURRED IN CONNECTION WITH PERMITTED
ACQUISITIONS;
(I)
AN OVERDRAFT FACILITY IN THE UNITED KINGDOM IN AN AMOUNT NOT TO
EXCEED AN AGGREGATE PRINCIPAL AMOUNT DOLLAR EQUIVALENT OF $5,000,000 AT ANY ONE
TIME (THE "UK OVERDRAFT FACILITY");
(J)
INDEBTEDNESS CONSTITUTING PART OF CONSIDERATION OF A PERMITTED
ACQUISITION PROVIDED THAT SUCH INDEBTEDNESS IS SUBORDINATED TO THE OBLIGATIONS
ON TERMS AND CONDITIONS REASONABLY SATISFACTORY TO THE REQUIRED LENDERS AND NO
DEFAULT OR EVENT OF DEFAULT WOULD RESULT FROM THE INCURRANCE OF SUCH
INDEBTEDNESS; AND
(K)
ADDITIONAL INDEBTEDNESS OF THE BORROWERS OR ANY OF THE SUBSIDIARY
GUARANTORS IN AN AGGREGATE PRINCIPAL AMOUNT (FOR THE BORROWERS AND ALL
SUBSIDIARY GUARANTORS) NOT TO EXCEED $25,000,000 AT ANY ONE TIME OUTSTANDING.
8.3.
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY
OF ITS PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT FOR:
(A)
LIENS FOR TAXES, ASSESSMENTS, GOVERNMENTAL CHARGES OR CLAIMS NOT
YET DUE OR THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS,
PROVIDED THAT ADEQUATE
63
RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE BORROWERS OR
ITS SUBSIDIARIES, AS THE CASE MAY BE, IN CONFORMITY WITH GAAP;
(B)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S,
STATUTORY BANK LIENS, RIGHTS OF SET-OFF OR OTHER LIKE LIENS ARISING IN THE
ORDINARY COURSE OF BUSINESS THAT ARE NOT OVERDUE FOR A PERIOD OF MORE THAN
30 DAYS OR THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS;
(C)
PLEDGES OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION AND LETTERS OF
CREDIT ISSUED IN LIEU OF SUCH DEPOSITS IN THE ORDINARY COURSE OF BUSINESS,
EXCLUDING LIENS IN FAVOR OF THE PBGC PURSUANT TO SECTION 4068 OF ERISA;
(D)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER
THAN FOR BORROWED MONEY), LEASES, STATUTORY OBLIGATIONS, SURETY AND APPEAL
BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE
ORDINARY COURSE OF BUSINESS;
(E)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER SIMILAR
ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS THAT, IN THE AGGREGATE,
ARE NOT SUBSTANTIAL IN AMOUNT AND THAT DO NOT IN ANY CASE MATERIALLY