Common use of Leverage Ratio Clause in Contracts

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.0

Leverage Ratio. It Holdings and the Borrower will not permit, --------------- permit the Leverage Ratio as of the last day of any period of four consecutive fiscal quarter, the Leverage Ratio quarters ending during any period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing ----- Effective Date through March 31, 1999 5.0 - 6.9 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 - 6.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through - 6.0 to 1.0 September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31- 5.5 to 1.0 September 30, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 Thereafter 5.0 to 1.0

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 Termination Date 3.0 to 1.0

Leverage Ratio. It will not permitPermit the Leverage Ratio, as of the last day of any fiscal quarterFiscal Quarter occurring during a period set forth below, the Leverage Ratio to exceed be greater than the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- ----- Closing Date through March December 30, 1999 2.75 to 1.00 December 31, 1999 5.0 to 1.0 April 1, 1999 through September December 30, 1999 4.5 2000 2.00 to 1.0 October 1, 1999 through March 1.00 December 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September December 30, 2001 4.75 1.75 to 1.0 October 11.00 December 31, 2001 through March 31, 2002 4.50 the Maturity Date 1.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.01.00

Leverage Ratio. It will not permit, The Leverage Ratio shall be less than or equal to the following amounts as of the last day of any each fiscal quarter, quarter ending during the Leverage Ratio to exceed the ratio set forth below for the applicable periodfollowing periods: 60 Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31December 30, 1999 5.0 2006 3.25 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 12006 through December 30, 2003 and thereafter 3.75 2007 2.75 to 1.0

Leverage Ratio. It Neither Holdings nor the Parent Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, the Leverage Ratio quarter ending during any period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through July 1, 2011 to March 31, 1999 5.0 2012 4.00 to 1.0 1.00 April 1, 1999 through 2012 to September 30, 1999 4.5 2012 3.75 to 1.0 1.00 October 1, 1999 through March 31, 2000 3.5 2012 to 1.0 April 1, 2000 through June 30, 2000 3.75 2013 3.50 to 1.0 1.00 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 2013 and thereafter 3.75 3.25 to 1.01.00

Leverage Ratio. It Subject to Section 1.05, the Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, the Leverage Ratio quarter during any period set forth below to exceed be in excess of the ratio set forth below for the applicable opposite such period: Quarter Ending During the Period Maximum Leverage Ratio ------ ---------------------- Closing Date ----------------- ----- January 30, 1998 through March October 31, 1998 6.00 to 1.00 January 30, 1999 5.0 5.50 to 1.0 April 1.00 May 1, 1999 through September October 30, 1999 4.5 5.75 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 11.00 January 29, 2000 through June 30October 28, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 11.00 February 3, 2001 through March 31November 3, 2001 4.25 to 1.00 February 2, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 3.50 to 1.01.00

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, quarter during the Leverage Ratio periods set forth below to exceed be greater than the ratio set forth below for the applicable opposite such period: Period Maximum Date Leverage Ratio ------ ---------------------- ---- -------------- Closing Date through March December 31, 1999 5.0 to 3.00 : 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April January 1, 2000 through June 30, 2000 3.75 to 2.75 : 1.0 July 1, 2000 through September 30December 31, 2000 3.5 to 2.50 : 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October January 1, 2001 through March 31June 30, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 2001 2.25 : 1.0

Leverage Ratio. It The Borrower will not permit, --------------- -------------- permit the Leverage Ratio as of the last day of any fiscal quarter, quarter during the Leverage Ratio periods set forth below to exceed be greater than the ratio set forth below for the applicable opposite such period: Period 66 Date Maximum Leverage Ratio ------ ---- ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 17.25 : 1.00 June 30, 1999 through September 30, 1999 4.5 to 1.0 October 17.00 : 1.00 December 31, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through 6.75 : 1.00 June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 16.25 : 1.00 December 31, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.02001 6.00 : 1.00 Thereafter 5.50 : 1.00

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, quarter during the Leverage Ratio periods set forth below to exceed be greater than the ratio set forth below for the applicable opposite such period: Period Date Maximum Leverage Ratio ------ ---- ---------------------- Closing Date through March December 31, 1997 through June 30, 1999 5.0 to 1.0 April 5.00 : 1.00 July 1, 1999 through September 30December 31, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 4.75 : 1.00 January 1, 2000 through June 30December 31, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 4.50 : 1.00 January 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.02001 4.00 : 1.00 Thereafter 3.50 : 1.00

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarterquarter ending during the applicable period set forth below, for the Leverage Ratio four consecutive fiscal quarter period ending on such date, to exceed the be greater than that ratio set forth below for the applicable opposite each such period: Period Maximum Leverage Ratio Period Must Not Be Greater Than ------ ---------------------- Closing ------------------------ Effective Date through and including 3.250 to 1.00 March 31, 1999 5.0 to 1.0 2005 April 1, 1999 2005 through and including 3.000 to 1.00 September 30, 1999 4.5 to 1.0 2005 October 1, 1999 2005 through March 31, 2000 3.5 and including June 2.875 to 1.0 April 1, 2000 through June 1.00 30, 2000 3.75 to 1.0 2006 July 1, 2000 2006 through and including 2.750 to 1.00 September 30, 2000 3.5 to 1.0 2006 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 2006 and thereafter 3.75 2.500 to 1.01.00

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 3.0 to 1.0

Leverage Ratio. It Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, the Leverage Ratio quarter during any period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Effective Date through to March 31, 1999 5.0 2001 8.75 to 1.0 1.00 April 1, 1999 through 2001 to September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 3028, 2001 4.75 8.50 to 1.0 October 11.00 September 29, 2001 through March 31to September 27, 2002 4.50 6.00 to 1.0 April 11.00 September 28, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 Maturity Date 5.00 to 1.01.00

Leverage Ratio. It The Borrower will not permitpermit its Leverage Ratio on an annualized basis (until the passing of four (4) full fiscal quarters after the date hereof), as of on the last day of any each fiscal quarter, the Leverage Ratio quarter to exceed be more than the ratio set forth below for the applicable period: corresponding time. Period Ending Maximum Leverage Ratio ------ ------------- ---------------------- Closing Date through March 31June 30, 1999 5.0 to 1.0 April 1, 1999 2004 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through 2004 3.75x December 31, 2002 4.25 to 1.0 January 1, 2003 2004 and thereafter 3.75 to 1.03.50x

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of at the last day of any period of four consecutive fiscal quarter, quarters of the Leverage Ratio Borrower set forth below to exceed be greater than the ratio set forth below for the applicable opposite such period: Period Maximum Consolidated Four Fiscal Quarters Ending Leverage Ratio ------ ---------------------- Closing Date through June 30, 2009, September 30, 2009, and December 31, 2009 3.00 to 1.00 March 31, 1999 5.0 2010, and June 30, 2010 2.75 to 1.0 April 1, 1999 through 1.00 September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 2010 and thereafter 3.75 2.50 to 1.01.00

Leverage Ratio. It will not permit, as of the last day of any fiscal quarterquarter (commencing with the fiscal quarter ending September 30, 2004), the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 2004 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March and including December 31, 2002 2004 4.50 to 1.0 April January 1, 2002 2005 through and including December 31, 2002 2005 4.25 to 1.0 January 1, 2003 2006 through and including December 31, 2006 4.00 to 1.0 January 1, 2007 and thereafter 3.75 3.50 to 1.0

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, the Leverage Ratio quarter to exceed the ratio set forth below for the applicable periodwith respect to such fiscal quarter: Period Fiscal Quarter Ending Maximum Total Leverage Ratio ------ ---------------------- Closing Date June 30, 2016, through March 31, 1999 5.0 2017 3.50 to 1.0 April 1, 1999 through September 1.00 June 30, 1999 4.5 to 1.0 October 12017, 1999 through March 31, 2000 3.5 2018 3.25 to 1.0 April 1, 2000 through 1.00 June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 2018 and thereafter 3.75 3.00 to 1.01.00

Leverage Ratio. It The Borrower will not permit, permit the Leverage -------------- Ratio to exceed the following respective ratios as of at the last day of any fiscal quarter, quarter during any of the Leverage Ratio to exceed the ratio set forth below for the applicable periodfollowing respective periods: Period Maximum Leverage Ratio ------ ---------------------- ----- From the Closing Date through March 31September 29, 1999 5.0 5.75 to 1.0 April 11 From September 30, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 3129, 2000 3.5 5.25 to 1.0 April 1, 2000 through June 1 From September 30, 2000 3.75 to 1.0 July 1, 2000 through September 3029, 2000 3.5 2001 4.75 to 1.0 October 1, 2000 through 1 From September 30, 2001 4.75 and at all times thereafter 4.00 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.0

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, quarter ending on or about any date set forth in the Leverage Ratio table below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 2006 5.25 to 1.0 April 11.00 June 30, 1999 through 2006 5.00 to 1.00 September 30, 1999 4.5 2006 4.75 to 1.0 October 11.00 December 31, 1999 through 2006 4.75 to 1.00 March 31, 2000 3.5 2007 4.50 to 1.0 April 1, 2000 through 1.00 June 30, 2000 3.75 2007 4.50 to 1.0 July 1, 2000 through 1.00 September 30, 2000 3.5 2007 4.25 to 1.0 October 11.00 December 31, 2000 through September 30, 2001 4.75 2007 4.25 to 1.0 October 1, 2001 through 1.00 March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 2008 and thereafter 3.75 4.00 to 1.01.00

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 2001 4.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 2001 through September 30, 2001 4.75 5.25 to 1.0 October 1, 2001 through December 31, 2001 5.00 to 1.0 January 1, 2002 through March 31, 2002 4.50 4.75 to 1.0 April 1, 2002 through December 31June 30, 2002 4.50 to 1.0 July 1, 2002 and thereafter 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.0

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of each fiscal quarter during any fiscal quarter, the Leverage Ratio period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through July 1, 2006 to March 31, 1999 5.0 to 1.0 2007 5.50 April 1, 1999 through 2007 to September 30, 1999 4.5 to 1.0 2007 5.25 October 1, 1999 through March 31, 2000 3.5 2007 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 2008 4.75 October 1, 2000 through 2008 to September 30, 2001 4.75 to 1.0 2009 4.25 October 1, 2001 through March 312009 to September 30, 2002 4.50 to 1.0 April 2010 3.75 October 1, 2002 through December 312010 to September 30, 2002 4.25 to 1.0 January 2011 3.50 October 1, 2003 and thereafter 3.75 2011 to 1.0Term Maturity Date 3.25 SECTION 6.14. [Reserved] SECTION 6.15. [Reserved]

Leverage Ratio. It Allied Waste and the Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, the Leverage Ratio quarter ending during any period set forth below to exceed be more than the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March December 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 6.25 to 1.0 October 11.00 December 31, 2000 through to September 30, 2001 4.75 5.50 to 1.0 October 11.00 December 31, 2001 through March 31to September 30, 2002 4.50 to 1.0 April 1, 2002 through 1.00 December 31, 2002 4.25 to 1.0 January 1September 30, 2003 4.00 to 1.00 December 31, 2003 and thereafter 3.75 3.50 to 1.01.00

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through and including June 30, 2000 3.75 2003 3.00 to 1.0 July 1, 2000 2003 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through and including December 31, 2002 4.25 2003 2.90 to 1.0 January 1, 2003 2004 through and including June 30, 2004 2.80 to 1.0 July 1, 2004 through and including December 31, 2004 2.70 to 1.0 January 1, 2005 and thereafter 3.75 2.50 to 1.0

Leverage Ratio. It will The Borrowers shall not permit, permit the Leverage Ratio for any trailing four-quarter period measured as of the last day of any each fiscal quarter, the Leverage Ratio quarter to exceed the ratio set forth below (i) 2.0 to 1.0 for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing period from the Effective Date through March December 31, 1999 5.0 2009, (ii) 2.25 to 1.0 April for the period from January 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 2010 through June 30, 2000 3.75 2010, (iii) 2.0 to 1.0 for the period from July 1, 2000 through 2010 though September 30, 2000 3.5 2010, (iv) 1.50 to 1.0 for the period from October 1, 2000 through 2010 though September 30, 2001 4.75 2011 and (v) 1.0 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.0thereafter.”

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 through December 31, 2005 3.75 to 1.0 January 1, 2006 and thereafter 3.75 3.00 to 1.0

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 10 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 3.0 to 1.0".

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, the Leverage Ratio quarter ending on any date during any period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 2006 to 1.0 and including September 30, 2007 8.85 to 1.00 October 1, 2007 to and including March 31, 2008 8.50 to 1.00 April 1, 1999 through 2008 to and including December 31, 2008 8.25 to 1.00 January 1, 2009 to and including September 30, 1999 4.5 2009 7.75 to 1.0 1.00 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 2009 and thereafter 3.75 7.50 to 1.01.00

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio to exceed the following respective ratios as of at the last day of any fiscal quarter, quarter during any of the Leverage Ratio to exceed the ratio set forth below for the applicable periodfollowing respective periods: -67- Period Maximum Leverage Ratio ------ ---------------------- Closing ----- From the Amendment Effective Date through March 31September 29, 1997 5.25 to 1 From September 30, 1997 through June 29, 1998 4.75 to 1 From June 30, 1998 through June 29, 1999 5.0 4.50 to 1.0 April 11 From June 30, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31June 29, 2000 3.5 3.50 to 1.0 April 1, 2000 through 1 From June 30, 2000 3.75 and at all times thereafter 3.00 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.0

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, the Leverage Ratio quarter ending on any date during any period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31----- September 27, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through and including March 31, 2000 3.5 6.50 to 1.0 1.00 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through and including September 30, 2000 3.5 6.25 to 1.0 1.00 October 1, 2000 through September 30to and including March 31, 2001 4.75 5.75 to 1.0 October 1.00 April 1, 2001 through to and including March 31, 2002 4.50 5.25 to 1.0 1.00 April 1, 2002 through December to and including March 31, 2002 4.25 2003 4.75 to 1.0 January 1.00 April 1, 2003 to and thereafter 3.75 including March 31, 2004 4.25 to 1.01.00 Thereafter 4.00 to 1.00

Leverage Ratio. It The Borrower will not permit, permit the Leverage -------------- Ratio to exceed the following respective ratios as of at the last day of any fiscal quarter, quarter during any of the Leverage Ratio to exceed the ratio set forth below for the applicable periodfollowing respective periods: Period Maximum Leverage Ratio ------ ---------------------- ----- From the Closing Date through March 31September 29, 1999 5.0 5.50 to 1.0 April 11 From September 30, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 3129, 2000 3.5 5.25 to 1.0 April 1, 2000 through June 1 From September 30, 2000 3.75 to 1.0 July 1, 2000 through September 3029, 2000 3.5 2001 4.50 to 1.0 October 1, 2000 through 1 From September 30, 2001 4.75 and at all times thereafter 4.00 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.0

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, quarter ending on or about any date set forth in the Leverage Ratio table below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through ----- March 31, 1999 5.0 2006 5.00 to 1.0 April 11.00 June 30, 1999 through 2006 5.00 to 1.00 September 30, 1999 4.5 2006 4.75 to 1.0 October 11.00 December 31, 1999 through 2006 4.75 to 1.00 March 31, 2000 3.5 2007 4.50 to 1.0 April 1, 2000 through 1.00 June 30, 2000 3.75 2007 4.50 to 1.0 July 1, 2000 through 1.00 September 30, 2000 3.5 2007 4.25 to 1.0 October 11.00 December 31, 2000 through September 30, 2001 4.75 2007 4.25 to 1.0 October 1, 2001 through 1.00 March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 2008 and thereafter 3.75 4.00 to 1.01.00

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of a fiscal quarter ending during any fiscal quarter, the Leverage Ratio period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date October 1, 2005 through March 31, 1999 5.0 2008 6.75 to 1.0 1.00 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 2008 through March 31, 2000 3.5 2009 6.25 to 1.0 1.00 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 2009 through March 31, 2002 4.50 2010 5.50 to 1.0 1.00 April 1, 2002 2010 through December March 31, 2002 4.25 2011 4.00 to 1.0 January 1.00 April 1, 2003 2011 and thereafter 3.75 3.50 to 1.01.00 LifeCare Credit Agreement

Leverage Ratio. It will not permitBeginning with the Fiscal Quarter -------------- ending September 30, 1996, permit the Leverage Ratio, as of the last day of any fiscal quarterFiscal Quarter ending during a period set forth below, the Leverage Ratio to exceed be greater than the ratio set forth below for the applicable opposite that period: Period Maximum Leverage Ratio ------ ---------------------- ----- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 1997 3.00 to 1.0 1.00 January 131, 2003 and 1998 through December 31, 1998 3.80 to 1.00 Each Fiscal Quarter thereafter 3.75 3.00 to 1.01.00.

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through June 30, 2001 4.75 to 1.0 July 1, 2001 through September 30, 2001 4.75 5.25 to 1.0 October 1, 2001 through December 31, 2001 5.00 to 1.0 January 1, 2002 through March 31, 2002 4.50 4.75 to 1.0 April 1, 2002 through December 31June 30, 2002 4.50 to 1.0 July 1, 2002 and thereafter 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.0

Leverage Ratio. It From and after the beginning of the first full fiscal quarter after the Closing Date (and first tested on the last date of such fiscal quarter), the Borrower will not permit, permit the Leverage Ratio as of the last day of any four consecutive fiscal quarter, the Leverage Ratio quarter period ending on any date set forth below to exceed the ratio set forth below for the applicable periodopposite such date: Period Maximum Leverage Ending Ratio ------ ---------------------- Closing Date through June 30, 2008 3.75 to 1.0 September 30, 2008 3.75 to 1.0 December 31, 2008 3.50 to 1.0 -104- Period Ending Ratio March 31, 1999 5.0 2009 3.00 to 1.0 April 1June 30, 1999 through 2009 2.75 to 1.0 September 30, 1999 4.5 2009 2.50 to 1.0 October 1December 31, 1999 through 2009 2.50 to 1.0 March 31, 2000 3.5 2010 2.25 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 2010 2.25 to 1.0

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarter, the Leverage Ratio quarter ending on any date during any period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through ----- January 23, 2003 to and including September 30, 2004 6.25 to 1.00 October 1, 2004 to and including March 31, 1999 5.0 2005 6.00 to 1.0 1.00 April 1, 1999 through 2005 to and including September 30, 1999 4.5 2005 5.75 to 1.0 1.00 October 1, 1999 through 2005 to and including March 31, 2000 3.5 2006 5.50 to 1.0 1.00 April 1, 2000 through June 30, 2000 3.75 2006 to 1.0 July 1, 2000 through and including September 30, 2000 3.5 2006 5.00 to 1.0 October 1, 2000 through September 30, 2001 1.00 Thereafter 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 to 1.01.00

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of a fiscal quarter ending during any fiscal quarter, the Leverage Ratio period set forth below to exceed the ratio set forth below for the applicable opposite such period: Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31Through September 30, 1999 5.0 2006 6.75 to 1.0 April 1.00 October 1, 1999 2006 through September 30, 1999 4.5 2007 6.60 to 1.0 1.00 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 2007 through September 30, 2000 3.5 2008 6.00 to 1.0 1.00 October 1, 2000 2008 through September 30, 2001 4.75 2009 5.25 to 1.0 1.00 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 2009 and thereafter 3.75 4.75 to 1.01.00

Leverage Ratio. It will not permit, as of the last day of any fiscal quarter, the Leverage Ratio to exceed the ratio set forth below for the applicable period: 2 Period Maximum Leverage Ratio ------ ---------------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 1.0 January 1, 2003 and thereafter 3.75 Termination Date 3.0 to 1.0

Leverage Ratio. It The Borrower will not permit, permit the Leverage Ratio as of the last day of any fiscal quarterquarter during the periods set forth below, beginning with the Leverage Ratio fiscal quarter ending March 31, 1999, to exceed be greater than the ratio set forth below for the applicable opposite such period: Period Maximum Date Leverage Ratio ------ ---------------------- ---- -------------- Closing Date through March 31, 1999 5.0 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to : 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1, 2002 through December 31, 2002 4.25 to 2000 3.25 : 1.0 January 1, 2003 and thereafter 3.75 to 1.0Thereafter 3.0 : 1.0 84 92

Leverage Ratio. It The Borrower will not permitpermit the Leverage Ratio, as -------------- of the last day of any fiscal quarterquarter of the Borrower, the Leverage Ratio to exceed be greater than the ratio specified in the table set forth below for the applicable such period: Period Maximum From To and Including Leverage Ratio ------ ---------------------- ---- ---------------- -------------- Closing Date through March December 31, 1999 5.0 2001 3.50 to 1.0 April 1, 1999 through September 30, 1999 4.5 to 1.0 October 1, 1999 through March 31, 2000 3.5 to 1.0 April 1, 2000 through June 30, 2000 3.75 to 1.0 July 1, 2000 through September 30, 2000 3.5 to 1.0 October 1, 2000 through September 30, 2001 4.75 to 1.0 October 1, 2001 through March 31, 2002 4.50 to 1.0 April 1.00 January 1, 2002 through December 31, 2002 4.25 3.25 to 1.0 1.00 January 1, 2003 and thereafter 3.75 Maturity Date 3.00 to 1.01.00