(F)
LIENS OF CARRIERS, WAREHOUSEMEN, MECHANICS, MATERIALMEN AND
LANDLORDS INCURRED IN THE ORDINARY COURSE OF BUSINESS FOR SUMS NOT OVERDUE FOR A
PERIOD OF MORE THAN 30 DAYS OR BEING DILIGENTLY CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES IN ACCORDANCE WITH GAAP
SHALL HAVE BEEN SET ASIDE ON ITS BOOKS;
(G)
LIENS INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION
WITH WORKMEN'S COMPENSATION, UNEMPLOYMENT INSURANCE OR OTHER FORMS OF
GOVERNMENTAL INSURANCE OR BENEFITS, OR TO SECURE PERFORMANCE OF TENDERS,
STATUTORY
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OBLIGATIONS, LEASES AND CONTRACTS (OTHER THAN FOR BORROWED MONEY) ENTERED INTO
IN THE ORDINARY COURSE OF BUSINESS OR TO SECURE OBLIGATIONS ON SURETY OR APPEAL
BONDS;
(H)
LIENS OTHER THAN LIENS EXCEPTED BY CLAUSES (A) THROUGH (G) ABOVE
SECURING AN AGGREGATE AMOUNT OF INDEBTEDNESS NOT EXCEEDING 10% OF THE COMPANY'S
CONSOLIDATED TOTAL CAPITALIZATION; AND
(I)
ANY RENEWAL OR EXTENSION OF ANY LIEN PERMITTED BY THE FOREGOING
CLAUSES (B), (D) OR (H) OF THIS SECTION WITH EXTENSION, REFUNDING OR REFINANCING
OF THE INDEBTEDNESS SECURED THEREBY MADE WITHOUT INCREASE IN THE THEN
OUTSTANDING PRINCIPAL AMOUNT THEREOF AND AS LONG AS IMMEDIATELY BEFORE AND AFTER
ANY SUCH EXTENSION, REFUNDING OR REFINANCING OF INDEBTEDNESS NO DEFAULT EXISTS
WHICH IS CONTINUING.
6.2.2
Financial Condition.
The Company will not permit:
(A)
ITS CONSOLIDATED NET WORTH TO BE AT ANY TIME LESS THAN THE (X) SUM
OF (I) $680,000,000, PLUS (II) 50% OF ITS CONSOLIDATED NET INCOME FOR EACH
FISCAL QUARTER COMMENCING WITH THE FISCAL QUARTER ENDING DECEMBER 31, 2002
(CALCULATED WITHOUT DEDUCTION FOR ANY NET LOSSES), PLUS (III) 50% OF THE
PROCEEDS OF ANY EQUITY ISSUANCE.
(B)
ITS CONSOLIDATED TOTAL DEBT TO EBITDA RATIO AS OF THE END OF ANY
FISCAL QUARTER TO BE GREATER THAN 2.25 TO 1.0.
(C)
ITS CONSOLIDATED FIXED CHARGE COVERAGE RATIO TO BE LESS THAN (I)
1.25 TO 1.0 THROUGH AND INCLUDING THE FISCAL QUARTER ENDING MARCH 31, 2003, (II)
1.75 TO 1.0 COMMENCING WITH THE FISCAL QUARTER ENDING JUNE 30, 2003 THROUGH AND
INCLUDING THE FISCAL QUARTER ENDING SEPTEMBER 30, 2003, AND (III) 2.50 TO 1.0 AS
OF THE END OF EACH FISCAL QUARTER THEREAFTER.
6.2.3
Investments.
The Company will not, and will not permit any of its
Subsidiaries to, make, incur, assume or suffer to exist any Investment in any
other Person, except:
(A)
INVESTMENTS EXISTING ON THE CLOSING DATE AND IDENTIFIED IN ITEM
6.2.3(A) ("ONGOING INVESTMENTS") OF THE DISCLOSURE SCHEDULE;
(B)
CASH EQUIVALENT INVESTMENTS;
(C)
IN THE ORDINARY COURSE OF BUSINESS, INVESTMENTS BY THE COMPANY IN
ANY OF ITS SUBSIDIARIES, OR BY ANY SUCH SUBSIDIARY IN ANY OF ITS SUBSIDIARIES,
OR BY ANY SUCH SUBSIDIARY IN ANY OTHER SUBSIDIARY, BY WAY OF CONTRIBUTIONS TO
CAPITAL OR LOANS OR ADVANCES; AND
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(D)
OTHER INVESTMENTS IN AN AGGREGATE AMOUNT AT ANY ONE TIME NOT TO
EXCEED FIFTEEN PERCENT (15%) OF THE COMPANY'S CONSOLIDATED NET WORTH AS
REFLECTED IN THE COMPANY'S MOST RECENTLY ISSUED CONSOLIDATED BALANCE SHEET;
provided, however, that
(E)
ANY INVESTMENT WHICH WHEN MADE COMPLIES WITH THE REQUIREMENTS OF