Common use of Minimum Consolidated EBITDA Clause in Contracts

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

Minimum Consolidated EBITDA. (a) The Borrower will not permit Modified Consolidated EBITDAEBITDA (i) for the Borrower's fiscal quarter ending closest to June 30, 1997 to be less than $2,500,000 and (ii) for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending Closest To Amount ----------------- ------ September 30, 1997 $36,000,000 5,000,000 December 31, 1997 $36,000,000 5,000,000 March 31, 1998 $36,000,000 5,000,000 June 30, 1998 $37,000,000 5,000,000 September 30, 1998 $37,000,000 5,000,000 December 31, 1998 $38,000,000 5,000,000 March 31, 1999 $38,000,000 5,000,000 June 30, 1999 $39,000,000 5,000,000 -64- September 30, 1999 $40,000,000 $ 5,000,000 December 31, 1999 $41,000,000 $ 5,000,000 March 31, 2000 $41,000,000 $ 5,000,000 June 30, 2000 $42,000,000 10,000,000 September 30, 2000 $43,000,000 15,000,000 December 31, 2000 $44,000,000 15,000,000 March 31, 2001 $44,000,000 15,000,000 June 30, 2001 $45,000,000 15,750,000 September 30, 2001 $46,000,000 16,500,000 December 31, 2001 $47,000,000 16,500,000 March 31, 2002 $47,000,00016,500,000 June 30, 2002 $16,500,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending Amount --------------------- ------ September 30, 1997 2003 $36,000,000 5,150,000 December 31, 1997 2003 $36,000,000 5,650,000 March 31, 1998 2004 $36,000,000 5,850,000 June 30, 1998 2004 $37,000,000 6,150,000 September 30, 1998 2004 $37,000,000 6,150,000 December 31, 1998 2004 $38,000,000 6,650,000 March 31, 1999 2005 $38,000,000 6,950,000 June 30, 1999 2005 $39,000,000 7,200,000 September 30, 1999 2005 $40,000,000 7,150,000 December 31, 1999 2005 $41,000,000 7,650,000 March 31, 2000 2006 $41,000,000 7,900,000 June 30, 2000 2006 $42,000,000 8,100,000 September 30, 2000 2006 $43,000,000 8,350,000 December 31, 2000 2006 $44,000,000 8,560,000 March 31, 2001 2007 $44,000,000 8,800,000 June 30, 2001 2007 and thereafter $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0009,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending on or about Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March ------------------ ------ May 31, 1998 $36,000,000 June 31,700,000 August 31, 1998 $31,800,000 November 30, 1998 $37,000,000 September 3031,900,000 February 28, 1998 1999 $37,000,000 December 31, 1998 $38,000,000 March 35,600,000 May 31, 1999 $38,000,000 June 38,200,000 August 31, 1999 $39,100,000 November 30, 1999 $39,000,000 September 3040,900,000 February 28, 1999 2000 $40,000,000 December 31, 1999 $41,000,000 March 44,100,000 May 31, 2000 $41,000,000 June 46,600,000 August 31, 2000 $49,700,000 November 30, 2000 $42,000,000 September 3052,400,000 February 28, 2000 2001 $43,000,000 December 31, 2000 $44,000,000 March 55,300,000 May 31, 2001 $44,000,000 June 58,200,000 August 31, 2001 $61,300,000 November 30, 2001 $45,000,000 September 3064,600,000 February 28, 2001 2002 $46,000,000 December 31, 2001 $47,000,000 March 68,100,000 May 31, 2002 $47,000,00071,700,000 August 31, 2002 $75,500,000 November 30, 2002 $77,400,000 February 28, 2003 $79,400,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAEBITDA for the most recently completed Reference Period, for any Test Period ending at tested as of the end last day of any each fiscal quarter of the Borrower ending during any period described in the table set forth below, whether during or after the Suspension Period, to be less than the amount set forth opposite such fiscal quarterperiod in such table: Fiscal Quarter Period (inclusive of dates) Amount September August 31, 2009 $ 22,800,000 November 30, 1997 $36,000,000 December 2009 $ 21,600,000 February 28, 2010 $ 23,400,000 May 31, 1997 $36,000,000 March 2010 $ 23,200,000 August 31, 1998 $36,000,000 June 2010 $ 22,400,000 November 30, 1998 $37,000,000 September 302010 $ 22,700,000 February 28, 1998 $37,000,000 December 2011 $ 22,900,000 May 31, 1998 $38,000,000 March 2011 $ 23,600,000 August 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 2011 through August 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002012 $ 25,000,000 Thereafter N/A 129

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAEBITDA for the most recently completed Reference Period, for any Test Period ending at tested as of the end last day of any each fiscal quarter of the Borrower ending during any period described in the table set forth belowbelow during the Suspension Period, to be less than the amount set forth opposite such fiscal quarterperiod in such table: Fiscal Quarter Period (inclusive of dates) (so long as each such period is during the Suspension Period) Amount September August 31, 2009 $ 22,800,000 November 30, 1997 $36,000,000 December 2009 $ 21,600,000 February 28, 2010 $ 23,400,000 May 31, 1997 $36,000,000 March 2010 $ 23,200,000 August 31, 1998 $36,000,000 June 2010 $ 22,400,000 November 30, 1998 $37,000,000 September 302010 $ 22,700,000 February 28, 1998 $37,000,000 December 2011 $ 22,900,000 May 31, 1998 $38,000,000 March 2011 $ 23,600,000 August 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002011 $ 25,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified have and maintain a Consolidated EBITDA, determined for any Test Period the four-quarter period ending on the date of each such calculation hereunder, of at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarterleast: For Fiscal Quarter Amount September 30, 1997 $36,000,000 Ended On or Between Minimum Consolidated EBITDA ------------------- --------------------------- December 31, 1997 $36,000,000 41,500,000.00 March 31, 1998 $36,000,000 42,500,000.00 June 30, 1998 $37,000,000 43,500,000.00 September 30, 1998 $37,000,000 43,500,000.00 December 31, 1998 $38,000,000 46,000,000.00 March 31, 1999 $38,000,000 46,000,000.00 June 30, 1999 $39,000,000 47,000,000.00 September 30, 1999 $40,000,000 47,000,000.00 December 31, 1999 $41,000,000 48,500,000.00 March 31, 2000 $41,000,000 50,000,000.00 June 30, 2000 $42,000,000 50,000,000.00 September 30, 2000 $43,000,000 51,500,000.00 December 31, 2000 $44,000,000 53,000,000.00 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 through September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00054,500,000.00

Minimum Consolidated EBITDA. The Holdings and the Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at Period, in each case taken as one accounting period, ended on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ended Closest to the Last Day In Amount September 30-------------------- ------ June, 1997 $36,000,000 December 3129,000,000 September, 1997 $36,000,000 March 3130,000,000 December, 1997 $32,000,000 March, 1998 $36,000,000 June 3034,000,000 June, 1998 $37,000,000 September 3035,500,000 September, 1998 $37,000,000 December 3136,500,000 December, 1998 $38,000,000 March 3138,500,000 March, 1999 $38,000,000 June 3040,500,000 June, 1999 $39,000,000 September 3042,000,000 September, 1999 $40,000,000 December 3142,000,000 December, 1999 $41,000,000 March 3143,000,000 March, 2000 $41,000,000 June 3045,500,000 June, 2000 $42,000,000 September 3047,500,000 September, 2000 $43,000,000 December 3148,500,000 December, 2000 $44,000,000 March 3150,000,000 March, 2001 $44,000,000 June 3052,000,000 June, 2001 $45,000,000 September 3053,500,000 September, 2001 $46,000,000 December 3154,500,000 December, 2001 and thereafter $47,000,000 March 31, 2002 $47,000,00056,500,000

Minimum Consolidated EBITDA. The Holdings and the Borrower will --------------------------- not permit Modified Consolidated EBITDA, EBITDA for any Test Measurement Period ending at on the end last day of any fiscal quarter of the Borrower Holdings set forth below, below to be less than the amount set forth below opposite such fiscal quarter: Fiscal Quarter Ending On Amount ------------------------ ------ March 31, 1999 $32,000,000 June 30, 1999 $32,000,000 September 30, 1997 1999 $36,000,000 32,500,000 December 31, 1997 1999 $33,000,000 March 31, 2000 $33,000,000 June 30, 2000 $34,000,000 September 30, 2000 $35,000,000 December 31, 2000 $36,000,000 March 31, 1998 2001 $36,000,000 June 30, 1998 2001 $37,000,000 September 30, 1998 2001 $37,000,000 December 31, 1998 2001 $38,000,000 March 31, 1999 2002 $38,000,000 June 30, 1999 2002 $39,000,000 September 30, 1999 2002 $40,000,000 39,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00040,000,000 March 31, 2003 $40,000,000 June 30, 2003 $41,000,000 September 30, 2003 $41,000,000 December 31, 2003 $42,000,000 March 31, 2004 $42,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending Closest To Amount March 31, 2004 $ 39,000,000 June 30, 2004 $ 34,500,000 September 30, 1997 $36,000,000 2004 $ 32,000,000 December 31, 1997 $36,000,000 2004 $ 32,000,000 March 31, 1998 $36,000,000 2005 $ 32,000,000 June 30, 1998 $37,000,000 2005 $ 32,000,000 September 30, 1998 $37,000,000 2005 $ 32,000,000 December 31, 1998 $38,000,000 2005 $ 33,000,000 March 31, 1999 $38,000,000 2006 $ 33,000,000 June 30, 1999 $39,000,000 2006 $ 33,000,000 September 30, 1999 $40,000,000 2006 $ 33,000,000 December 31, 1999 $41,000,000 2006 $ 34,000,000 March 31, 2000 $41,000,000 2007 $ 34,000,000 June 30, 2000 $42,000,000 2007 $ 34,000,000 September 30, 2000 $43,000,000 2007 $ 34,000,000 December 31, 2000 $44,000,000 2007 $ 34,000,000 March 31, 2001 $44,000,000 2008 $ 34,000,000 June 30, 2001 $45,000,000 2008 $ 34,000,000 September 30, 2001 $46,000,000 2008 $ 34,000,000 December 31, 2001 $47,000,000 2008 $ 35,000,000 March 31, 2002 $47,000,0002009 $ 35,000,000 June 30, 2009 $ 35,000,000 September 30, 2009 $ 35,000,000 December 31, 2009 $ 35,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period four consecutive fiscal quarter period ending at as of the end of any each of its fiscal quarter of the Borrower quarters set forth below, below to be less than the amount set forth opposite such fiscal quarterperiod: Four Consecutive Fiscal Quarter Amount Period Ending Minimum Consolidated EBITDA September 30, 1997 $36,000,000 2011 $ 125,000,000 December 31, 1997 $36,000,000 2011 $ 125,000,000 March 31, 1998 $36,000,000 2012 $ 160,000,000 June 30, 1998 $37,000,000 2012 $ 160,000,000 September 30, 1998 $37,000,000 2012 $ 210,000,000 December 31, 1998 $38,000,000 2012 $ 250,000,000 March 31, 1999 $38,000,000 2013 $ 275,000,000 June 30, 1999 $39,000,000 2013 $ 325,000,000 September 30, 1999 $40,000,000 2013 $ 370,000,000 December 31, 1999 $41,000,000 2013 $ 415,000,000 March 31, 2000 $41,000,000 2014 $ 450,000,000 June 30, 2000 $42,000,000 2014 $ 475,000,000 September 30, 2000 $43,000,000 2014 $ 495,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002014 $ 495,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at the end of any fiscal quarter of the Borrower period set forth below, below to be less than the amount set forth below opposite such period: Minimum Consolidated Period: EBITDA ------- ------------ For the three fiscal quarterquarter period ending closest to March 31, 2003 $ 14,250,000 For the four fiscal quarter period ending closest to each date set forth below: Fiscal Quarter Amount June 30, 2003 $ 21,000,000 September 30, 1997 $36,000,000 2003 $ 22,250,000 December 31, 1997 $36,000,000 2003 $ 23,750,000 March 31, 1998 $36,000,000 2004 $ 25,500,000 June 30, 1998 $37,000,000 2004 $ 25,750,000 September 30, 1998 $37,000,000 2004 $ 26,750,000 December 31, 1998 $38,000,000 2004 $ 27,750,000 March 31, 1999 $38,000,000 2005 $ 28,750,000 June 30, 1999 $39,000,000 2005 $ 29,500,000 September 30, 1999 $40,000,000 2005 $ 30,500,000 December 31, 1999 $41,000,000 2005 $ 31,500,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002006 $ 32,750,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount Ratio June 30, 1998 $36,000,000 September 30, 1997 1998 $36,000,000 December 31, 1997 1998 $36,000,000 March 31, 1998 1999 $36,000,000 June 30, 1998 1999 $37,000,000 36,000,000 September 30, 1998 1999 $37,000,000 36,000,000 December 31, 1998 1999 $38,000,000 March 31, 1999 2000 $38,000,000 June 30, 1999 2000 $39,000,000 38,000,000 September 30, 1999 2000 $38,000,000 December 31, 2000 $40,000,000 March 31, 2001 $40,000,000 June 30, 2001 $40,000,000 September 30, 2001 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 2001 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00042,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified the Consolidated EBITDA, for any Test Period ending at EBITDA as of the end last date of any fiscal quarter, beginning with the fiscal quarter ending March 31, 2008, through the fiscal quarter ending December 31, 2010, for the period of four consecutive fiscal quarters of the Borrower set forth belowending on such date, to be less than the amount set forth below opposite such fiscal quarterdate: Fiscal Quarter Amount Period Minimum LTM Consolidated EBITDA March 31, 2008 $ 150,000,000 June 30, 2008 $ 20,000,000 September 30, 1997 $36,000,000 2008 $ 5,000,000 Period Minimum LTM Consolidated EBITDA December 31, 1997 $36,000,000 2008 $ 20,000,000 March 31, 1998 $36,000,000 2009 $ 40,000,000 June 30, 1998 $37,000,000 2009 $ 50,000,000 September 30, 1998 $37,000,000 2009 $ 60,000,000 December 31, 1998 $38,000,000 2009 $ 75,000,000 March 31, 1999 $38,000,000 2010 $ 100,000,000 June 30, 1999 $39,000,000 2010 $ 125,000,000 September 30, 1999 $40,000,000 2010 $ 150,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002010 $ 200,000,000 (v) Section 6.14 of the Credit Agreement is hereby amended by replacing the text “SECTION 6.14” with “SECTION 6.17” at the beginning thereof.

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAEBITDA for each month or each fiscal quarter, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth belowas applicable, to be less than the amount set forth opposite such fiscal quarterfollowing: Fiscal Quarter Amount ending December 31, 2006 – $ 4,950,000 Quarter ending March 31, 2007 $ 1,600,000 Quarter ending June 30, 2007 – $ 8,150,000 Quarter ending September 30, 1997 $36,000,000 2007 – $ 9,800,000 Quarter ending December 31, 1997 $36,000,000 2007 $ 17,150,000 Quarter ending March 31, 1998 $36,000,000 2008 $ 725,000 Quarter ending June 30, 1998 $37,000,000 2008 – $ 3,500,000 Quarter ending September 30, 1998 $37,000,000 2008 $ 3,725,000 Quarter ending December 31, 1998 $38,000,000 2008 – $ 750,000 Quarter ending March 31, 1999 $38,000,000 2009 – $ 5,750,000 Quarter ending June 30, 1999 $39,000,000 2009 – $ 5,000,000 Quarter ending September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002009 – $ 5,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAshall have, for any Test Period ending at the end of any fiscal quarter as of the Borrower last day of each Fiscal Quarter set forth below, Consolidated EBITDA for the four Fiscal Quarters ending on such day (or with respect to be the Fiscal Quarters ending on or before September 30, 2008, the period commencing on December 29, 2007 and ending on the last day of such Fiscal Quarter) of not less than the amount set forth opposite such fiscal quarterfollowing: 102 Fiscal Quarter Amount Ending Nearest To: Minimum Consolidated EBITDA March 31, 2009 $49,000,000 June 30, 2009 $68,000,000 September 30, 1997 2009 $36,000,000 71,000,000 December 31, 1997 2009 $36,000,000 74,000,000 March 31, 1998 2010 $36,000,000 77,000,000 June 30, 1998 2010 $37,000,000 79,000,000 September 30, 1998 2010 $37,000,000 79,000,000 December 31, 1998 2010 $38,000,000 79,000,000 March 31, 1999 2011 $38,000,000 79,000,000 June 30, 1999 2011 $39,000,000 83,000,000 September 30, 1999 2011 $40,000,000 83,000,000 December 31, 1999 2011 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00083,000,000

Minimum Consolidated EBITDA. (a) The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period period of 12 consecutive fiscal months ending at on the end last day of any a fiscal quarter month of the Borrower set forth below, described below to be less than the amount set forth opposite such fiscal quartermonth below: Fiscal Quarter Month Ending Amount September 30, 1997 $36,000,000 December ------------------- ------ January 31, 1997 2001 $36,000,000 March 3120,200,000 February 28, 1998 2001 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 15,400,000 March 31, 2001 $44,000,000 10,200,000 April 30, 2001 $7,000,000 May 31, 2001 $3,700,000 June 30, 2001 $ (600,000) July 31, 2001 $45,000,000 (3,000,000) August 31, 2001 $(3,900,000) September 30, 2001 $46,000,000 (3,100,000) October 31, 2001 $(1,600,000) November 30, 2001 $4,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0009,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at the end of any fiscal quarter of the Borrower period set forth below, below to be less than the amount set forth below opposite such period: Minimum Consolidated Period: EBITDA ------- ------------ For the four fiscal quarterquarter period ending closest to each date set forth below: Fiscal Quarter Amount September 30, 1997 $36,000,000 2004 $ 26,750,000 December 31, 1997 $36,000,000 2004 $ 27,000,000 March 31, 1998 $36,000,000 2005 $ 27,250,000 June 30, 1998 $37,000,000 2005 $ 27,250,000 September 30, 1998 $37,000,000 2005 $ 28,250,000 December 31, 1998 $38,000,000 2005 $ 28,750,000 March 31, 1999 $38,000,000 2006 $ 29,250,000 June 30, 1999 $39,000,000 2006 $ 30,000,000 September 30, 1999 $40,000,000 2006 $ 30,250,000 December 31, 1999 $41,000,000 2006 $ 31,250,000 March 31, 2000 $41,000,000 2007 $ 32,250,000 June 30, 2000 $42,000,000 2007 $ 33,250,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002007 $ 33,750,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending Closest To Amount September ----------------- ------ January 31, 1999 $ 6,100,000 April 30, 1997 1999 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 13,300,000 July 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 24,100,000 October 31, 1999 $41,000,000 March 36,500,000 January 31, 2000 $41,000,000 June 36,500,000 April 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 38,000,000 July 31, 2000 $44,000,000 March 40,000,000 October 31, 2000 $42,000,000 January 31, 2001 $44,000,000 June 42,000,000 April 30, 2001 $45,000,000 September 3044,000,000 July 31, 2001 $46,000,000 December October 31, 2001 $47,000,000 March 48,000,000 January 31, 2002 $47,000,00048,000,000 April 30, 2002 $49,000,000 July 31, 2002 $51,000,000 October 31, 2002 and the last day of each fiscal quarter thereafter $53,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period four consecutive fiscal quarter period ending at as of the end of any each of its fiscal quarter of the Borrower quarters set forth below, below to be less than the amount set forth opposite such fiscal quarterperiod: Four Consecutive Fiscal Quarter Amount Period Ending Minimum Consolidated EBITDA September 30, 1997 2011 $36,000,000 125,000,000 December 31, 1997 2011 $36,000,000 125,000,000 March 31, 1998 2012 $36,000,000 160,000,000 June 30, 1998 2012 $37,000,000 145,000,000 September 30, 1998 2012 $37,000,000 155,000,000 December 31, 1998 2012 $38,000,000 170,000,000 March 31, 1999 2013 $38,000,000 200,000,000 June 30, 1999 2013 $39,000,000 235,000,000 September 30, 1999 2013 $40,000,000 260,000,000 December 31, 1999 2013 $41,000,000 275,000,000 March 31, 2000 2014 $41,000,000 300,000,000 June 30, 2000 2014 $42,000,000 325,000,000 September 30, 2000 2014 $43,000,000 355,000,000 December 31, 2000 2014 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000365,000,000

Minimum Consolidated EBITDA. The Borrower will not ---------------------------- permit Modified Consolidated EBITDA, EBITDA for any Test Period period of four consecutive fiscal quarters ending at the end of on any fiscal quarter of the Borrower date set forth below, below to be less than the amount set forth below opposite such fiscal quarterdate: Fiscal Quarter Date Amount ------------------ ----------- March 31, 2003 $67,200,000 June 30, 2003 $68,400,000 September 30, 1997 2003 $36,000,000 73,500,000 December 31, 1997 2003 $36,000,000 71,300,000 March 31, 1998 2004 $36,000,000 71,800,000 June 30, 1998 2004 $37,000,000 72,400,000 September 30, 1998 2004 $37,000,000 74,300,000 December 31, 1998 2004 $38,000,000 77,000,000 March 31, 1999 2005 $38,000,000 77,500,000 June 30, 1999 2005 $39,000,000 78,000,000 September 30, 1999 2005 $40,000,000 79,700,000 December 31, 1999 2005 $41,000,000 82,100,000 March 31, 2000 2006 $41,000,000 82,500,000 June 30, 2000 2006 $42,000,000 82,900,000 September 30, 2000 2006 $43,000,000 84,400,000 December 31, 2000 2006 $44,000,000 86,500,000 March 31, 2001 2007 $44,000,000 87,000,000 June 30, 2001 2007 $45,000,000 87,400,000 September 30, 2001 2007 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00088,900,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAEBITDA (a) for the two-fiscal-quarter period ending March 31, 1998, to be less than $15,000,000, (b) for the three-fiscal-quarter period ending June 30, 1998, to be less than $23,000,000 or (c) for any Test Period four-fiscal-quarter period ending at the end of on any fiscal quarter of the Borrower date set forth below, below to be less than the amount set forth below opposite such fiscal quarterdate: Fiscal Quarter Amount DATE AMOUNT September 30, 1997 1998 $36,000,000 32,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 33,000,000 March 31, 1999 $35,000,000 June 30, 1998 1999 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 41,000,000 September 30, 2000 $43,000,000 41,000,000 December 31, 2000 $44,000,000 45,000,000 March 31, 2001 $44,000,000 45,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 45,000,000 December 31, 2001 2001- $47,000,000 March 31, 2002 $47,000,00050,000,000 thereafter

Minimum Consolidated EBITDA. The Permit the Consolidated EBITDA of Borrower will not permit Modified Consolidated EBITDAand its Subsidiaries (a) to be less than (i) $14,000,000 for the one fiscal quarter ending September 30, 1998, (ii) 101 $26,000,000 for any the two fiscal quarter period ending December 31, 1998 and (iii) $50,000,000 for the three fiscal quarter period ending March 31, 1999, and (b) for the applicable Test Period ending at the end of any fiscal quarter of the Borrower on a date set forth below, below to be less than the amount set forth for the opposite such fiscal quarterdate: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 Date Minimum Consolidated EBITDA ---- --------------------------- June 30, 1999 $39,000,000 85,000,000 September 30, 1999 $40,000,000 108,000,000 December 31, 1999 $41,000,000 131,000,000 March 31, 2000 and each fiscal quarter thereafter $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000150,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 --------------------- ------ June 30, 1999 $39,000,000 $ 30,000,000 September 30, 1999 $40,000,000 $ 30,000,000 December 31, 1999 $41,000,000 $ 30,000,000 March 31, 2000 $41,000,000 $ 35,000,000 June 30, 2000 $42,000,000 $ 40,000,000 September 30, 2000 $43,000,000 $ 45,000,000 December 31, 2000 $44,000,000 $ 55,000,000 March 31, 2001 $44,000,000 $ 65,000,000 June 30, 2001 $45,000,000 $ 75,000,000 September 30, 2001 $46,000,000 $ 85,000,000 December 31, 2001 $47,000,000 $ 95,000,000 March 31, 2002 $47,000,000100,000,000 Fiscal Quarter Ending Amount --------------------- ------ June 30, 2002 $105,000,000 September 30, 2002 $110,000,000 December 31, 2002 $120,000,000 March 31, 2003 $130,000,000 June 30, 2003 $140,000,000 September 30, 2003 $150,000,000 Thereafter $170,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Permit the Consolidated EBITDA, EBITDA for any Test Period period of four consecutive fiscal quarters of the Borrower ending at the end of with any fiscal quarter of the Borrower set forth below, below to be less than the amount set forth below opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 Minimum Consolidated EBITDA March 31, 2000 $41,000,000 15,360,000 June 30, 2000 $42,000,000 16,800,000 September 30, 2000 $43,000,000 18,750,000 December 31, 2000 $44,000,000 22,660,000 March 31, 2001 $44,000,000 25,250,000 June 30, 2001 $45,000,000 25,500,000 September 30, 2001 $46,000,000 25,750,000 December 31, 2001 $47,000,000 26,000,000 March 31, 2002 $47,000,00026,250,000 June 30, 2002 $26,500,000 September 30, 2002 $26,750,000 December 31,2002 $27,000,000 March 31, 2003 $27,000,000 June 30, 2003 $27,000,000 September 30, 2003 $27,000,000 December 31, 2003 $27,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Ended Closest to ---------------- Amount ------ June 30, 1997 $16.0 million September 30, 1997 $36,000,000 16.5 million December 31, 1997 $36,000,000 17.0 million March 31, 1998 $36,000,000 17.5 million June 30, 1998 $37,000,000 18.0 million September 30, 1998 $37,000,000 18.5 million December 31, 1998 $38,000,000 19.0 million March 31, 1999 $38,000,000 19.5 million June 30, 1999 $39,000,000 20.0 million September 30, 1999 $40,000,000 20.5 million December 31, 1999 $41,000,000 21.0 million March 31, 2000 $41,000,000 21.5 million June 30, 2000 $42,000,000 22.0 million September 30, 2000 $43,000,000 22.5 million December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00023.0 million and each fiscal quarter thereafter

Minimum Consolidated EBITDA. The Borrower will not permit Modified Permit the Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter EBITDA of the Borrower for any period of four consecutive fiscal quarters of the Borrower ending on the dates set forth below, below to be less than the amount set forth opposite such fiscal quarterdate below: Fiscal Quarter Date Amount September ---- ------ May 31, 1997 $20,000,000 August 31, 1997 $20,000,000 November 30, 1997 $36,000,000 December 3120,000,000 February 28, 1997 1998 $36,000,000 March 20,000,000 May 31, 1998 $36,000,000 June 21,000,000 August 31, 1998 $21,000,000 November 30, 1998 $37,000,000 September 3021,000,000 February 28, 1998 1999 $37,000,000 December 31, 1998 $38,000,000 March 21,000,000 May 31, 1999 $38,000,000 June 22,000,000 August 31, 1999 $22,000,000 November 30, 1999 $39,000,000 September 3022,000,000 February 28, 1999 2000 $40,000,000 December 31, 1999 $41,000,000 March 22,000,000 May 31, 2000 $41,000,000 June 23,000,000 August 31, 2000 $23,000,000 November 30, 2000 $42,000,000 September 3024,000,000 February 28, 2000 2001 $43,000,000 December 31, 2000 $44,000,000 March 24,000,000 May 31, 2001 $44,000,000 June 25,000,000 86 80 August 31, 2001 $25,000,000 November 30, 2001 $45,000,000 September 3025,000,000 February 28, 2001 2002 $46,000,000 December 31, 2001 $47,000,000 March 25,000,000 May 31, 2002 $47,000,00025,000,000 August 31, 2002 $26,000,000 November 30, 2002 $26,000,000 February 28, 2003 $26,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified the Consolidated EBITDA, EBITDA for any the Test Period ending at the end of any fiscal quarter of the Borrower on a date set forth below, below to be less than the amount set forth opposite such fiscal quarterdate below: Fiscal Quarter Date Amount September 30, 1997 $36,000,000 ---- ------ December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 23,000,000 March 31, 1999 $38,000,000 23,000,000 June 30, 1999 $39,000,000 23,000,000 September 30, 1999 $40,000,000 24,000,000 December 31, 1999 $41,000,000 24,000,000 58 Date Amount ---- ------ March 31, 2000 $41,000,000 25,000,000 June 30, 2000 $42,000,000 26,000,000 September 30, 2000 $43,000,000 26,000,000 December 31, 2000 $44,000,000 27,000,000 March 31, 2001 $44,000,000 27,000,000 June 30, 2001 $45,000,000 28,000,000 September 30, 2001 $46,000,000 28,000,000 December 31, 2001 $47,000,000 29,000,000 March 31, 2002 $47,000,00029,000,000 June 30, 2002 $30,000,000 September 30, 2002 $30,000,000 December 31, 2002 $31,000,000 March 31, 2003 $31,000,000 June 30, 2003 $32,000,000 September 30, 2003 $32,000,000 December 31, 2003 $33,000,000 March 31, 2004 $34,000,000 June 30, 2004 $35,000,000

Minimum Consolidated EBITDA. The Holdings will cause the Borrower not to permit, and the Borrower will not permit Modified permit, its Consolidated EBITDA, for any Test Period ending at EBITDA as of the end of any fiscal quarter of the Borrower ended on a date set forth belowbelow for the period (taken together as one accounting period) of four consecutive fiscal quarters ended on such date, to be less than the amount set forth opposite such fiscal quarterdate below: Fiscal Quarter Ended Amount June 30, 2004 $29,000,000 September 30, 1997 2004 $36,000,000 38,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 2004 $47,000,000 March 31, 2002 2005 $47,000,00058,000,000 June 30, 2005 $69,000,000 September 30, 2005 $82,000,000 December 31, 2005 $93,000,000 March 31, 2006 $100,000,000 June 30, 2006 $115,000,000 September 30, 2006 $130,000,000 December 31, 2006 $145,000,000 March 31, 2007 and each fiscal quarter thereafter $150,000,000

Minimum Consolidated EBITDA. The During Phase I, the Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period six-month period ending at on the end of any fiscal quarter of the Borrower date set forth below, below to be less than the amount set forth opposite such fiscal quartersix-month period below: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 (26,021,000) June 30, 2000 $42,000,000 (35,321,000) September 30, 2000 $43,000,000 (41,478,000) December 31, 2000 $44,000,000 (50,155,000) March 31, 2001 $44,000,000 (54,928,000) June 30, 2001 $45,000,000 (50,601,000) September 30, 2001 $46,000,000 (45,230,000) December 31, 2001 $47,000,000 (40,323,000) March 31, 2002 $47,000,000(28,433,000) June 30, 2002 $(13,963,000) September 30, 2002 $ (5,147,000) December 31, 2002 $ 2,741,000 March 31, 2003 $ 19,161,000 June 30, 2003 $ 35,313,000