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
$1,000,000 IN AGGREGATE PRINCIPAL AMOUNT AS OF THE MOST RECENT CALCULATION DATE;
AND
(O)
OTHER UNSECURED INDEBTEDNESS, NOT INCLUDED IN CLAUSES (A) THROUGH (N)
ABOVE, NOT TO EXCEED $20,000,000 IN AN AGGREGATE PRINCIPAL AMOUNT (OR ACCRETED
VALUE, AS APPLICABLE) AT ANY TIME OUTSTANDING.
6.3
Limitation on 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 OR GOVERNMENTAL CHARGES OR CLAIMS THAT ARE
NOT YET DELINQUENT OR THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS
58
PROMPTLY INSTITUTED AND DILIGENTLY CONCLUDED; PROVIDED THAT ANY RESERVE OR OTHER
APPROPRIATE PROVISION AS IS REQUIRED IN CONFORMITY WITH GAAP HAS BEEN MADE
THEREFOR;
(B)
LIENS IMPOSED BY LAW, SUCH AS CARRIERS', WAREHOUSEMEN'S, MECHANICS',
MATERIALMEN'S, REPAIRMEN'S, LANDLORD'S OR OTHER LIKE LIENS ARISING IN THE
ORDINARY COURSE OF BUSINESS WHICH ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 30
DAYS OR THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS;
(C)
LIENS (OTHER THAN ANY LIEN IMPOSED BY ERISA OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER) INCURRED OR DEPOSITS MADE IN THE ORDINARY COURSE OF
BUSINESS IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE, AND
OTHER TYPES OF SOCIAL SECURITY;
(D)
LIENS TO SECURE THE PERFORMANCE OF STATUTORY OBLIGATIONS, SURETY OR APPEAL
BONDS, PERFORMANCE BONDS, DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE
CONTRACTS, GOVERNMENT CONTRACTS, WARRANTY REQUIREMENTS, LEASES OR LICENSES OR
OTHER OBLIGATIONS OF A LIKE NATURE OR INCURRED IN THE ORDINARY COURSE OF
BUSINESS (INCLUDING, WITHOUT LIMITATION, LANDLORD LIENS ON LEASED REAL
PROPERTY);
(E)
SURVEY EXCEPTIONS, EASEMENTS OR RESERVATIONS OF, OR RIGHTS OF OTHERS FOR,
LICENSES, RIGHTS-OF-WAY, SEWERS, ELECTRIC LINES, TELEGRAPH AND TELEPHONE LINES
AND OTHER SIMILAR PURPOSES, OR ZONING OR OTHER RESTRICTIONS AS TO THE USE OF
REAL PROPERTY THAT WERE NOT INCURRED IN CONNECTION WITH INDEBTEDNESS AND THAT DO
NOT IN THE AGGREGATE MATERIALLY ADVERSELY AFFECT THE VALUE OF SAID PROPERTIES OR
MATERIALLY IMPAIR THEIR USE IN THE OPERATION OF THE BUSINESS OF SUCH PERSON;
(F)
LIENS IN EXISTENCE ON THE DATE HEREOF LISTED ON SCHEDULE 6.3(F), SECURING
INDEBTEDNESS PERMITTED BY SECTION 6.2(D), PROVIDED THAT NO SUCH LIEN IS SPREAD
TO COVER ANY ADDITIONAL PROPERTY AFTER THE CLOSING DATE AND THAT THE AMOUNT OF
INDEBTEDNESS SECURED THEREBY IS NOT INCREASED;
(G)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY OTHER SUBSIDIARY
INCURRED PURSUANT TO SECTION 6.2(C) TO FINANCE THE ACQUISITION OF FIXED OR