IN EXCESS OF $50,000,000 TO (II) EBITDA
OF THE COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS FOR THE PERIOD OF
FOUR CONSECUTIVE FISCAL QUARTERS MOST RECENTLY ENDED ON OR PRIOR TO SUCH DATE
FOR WHICH THE COMPANY HAS DELIVERED THE FINANCIAL STATEMENTS CONTEMPLATED BY
SUBSECTION 9.1(A) OR (B), AS THE CASE MAY BE, TO BE GREATER THAN 3.00 TO 1.00.
(B)
INTEREST COVERAGE.
PERMIT, FOR ANY PERIOD OF FOUR CONSECUTIVE FISCAL
QUARTERS MOST RECENTLY ENDED, THE RATIO OF (I) EBITDA OF THE COMPANY AND ITS
SUBSIDIARIES ON A CONSOLIDATED BASIS FOR SUCH PERIOD TO (II) THE AMOUNT OF
INTEREST EXPENSE, BOTH EXPENSED AND CAPITALIZED, OF THE COMPANY AND ITS
SUBSIDIARIES, DETERMINED ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP, FOR
SUCH PERIOD ON THE AGGREGATE PRINCIPAL AMOUNT OF THEIR CONSOLIDATED
INDEBTEDNESS, TO BE LESS THAN 3.00 TO 1.00.
74
10.2.
LIMITATION ON LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN
UPON ANY OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, EXCEPT FOR:
(A)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS, PROVIDED THAT ADEQUATE RESERVES WITH RESPECT THERETO
ARE MAINTAINED ON THE BOOKS OF THE COMPANY OR ITS SUBSIDIARIES, AS THE CASE MAY
BE, IN CONFORMITY WITH GAAP (OR, IN THE CASE OF FOREIGN SUBSIDIARIES, GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES IN EFFECT FROM TIME TO TIME IN THEIR RESPECTIVE
JURISDICTIONS OF INCORPORATION);
(B)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S OR OTHER
LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS WHICH ARE NOT OVERDUE FOR
A PERIOD OF MORE THAN 90 DAYS OR WHICH 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 DEPOSITS SECURING LIABILITY
TO INSURANCE CARRIERS UNDER INSURANCE OR SELF-INSURANCE ARRANGEMENTS;
(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, SERVITUDES, RESTRICTIONS AND OTHER SIMILAR
ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH, IN THE
AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT AND WHICH DO NOT IN ANY CASE MATERIALLY
DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY INTERFERE
WITH THE ORDINARY CONDUCT OF THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY;
(F)
LIENS IN EXISTENCE ON THE DATE HEREOF LISTED ON SCHEDULE IV AND ANY LIENS
THAT REPLACE, RENEW OR EXTEND SUCH LIENS, PROVIDED THAT NO SUCH LIEN IS SPREAD
TO COVER ANY ADDITIONAL PROPERTY AFTER THE DATE HEREOF AND THAT THE AMOUNT OF
INDEBTEDNESS SECURED THEREBY IS NOT INCREASED;
(G)
LIENS SECURING INDEBTEDNESS OF THE COMPANY AND ITS SUBSIDIARIES INCURRED
TO FINANCE OR REFINANCE THE ACQUISITION OF FIXED OR CAPITAL ASSETS, PROVIDED
THAT (I) SUCH LIENS SHALL BE CREATED SUBSTANTIALLY SIMULTANEOUSLY WITH THE
ACQUISITION OF SUCH FIXED OR CAPITAL ASSETS (OR, IN THE CASE OF ANY REFINANCING,
SECURED