Adjusted EBIT. 3 Affiliate.................................................................... 28 affiliates................................................................... 36 Agreement.................................................................... 1 ASC.......................................................................... 1

Adjusted EBIT. 1 AFFILIATE.....................................................................2

Adjusted EBIT. Adjusted EBIT" shall mean the operating income (that is, earnings before interest and taxes and other expenses/income, net) of the JV Entities (taken as a whole) for the fiscal year ended November 30, 2001 as reflected in the Post-Signing Audited Financial Statements for such year prepared in accordance with GAAP consistently applied ("EBIT"), provided that the following adjustments shall be made to the actual EBIT of the JV Entities:

Adjusted EBIT. Adjusted EBIT" shall mean the Company's earnings before income tax and before any benefit allowance, calculated in accordance with GAAP (excluding the pro forma effect of any Earn Out Payment payable with respect to such EBIT), excluding any EBIT attributable to any stock or asset acquisition transactions by the Company or its Affiliates from or after the date of this Agreement. The Company's revenues and expenses, including, without limitation, corporate allocations, amortization and depreciation will be calculated and recorded in accordance with GAAP, applicable government cost accounting rules, and the accounting practices, methods, principles and practices utilized by Parent in preparing its consolidated financial statements. Corporate and general and administrative cost allocations shall include only costs and expenses related to (i) direct corporate services, including legal services, provided to the Surviving Corporation and (ii) any out-of-pocket expenses incurred by Parent or its Affiliates and attributable to the Surviving Corporation. Notwithstanding anything in this Agreement to the contrary, if Parent causes the Company to complete one or more acquisitions or strategic transactions which causes the Company's costs used to calculate the adjusted EBIT to increase, then Xx. Xxxxxx Xxxxxx shall notify Parent in writing that such transaction has caused such costs to increase, and, then, Xx. Xxxxxx and a representative of Parent will negotiate in good faith an adjustment to the calculation of Adjusted EBIT in order to reasonably account for agreed upon increases in the Company's costs.

Adjusted EBIT. 3 1.4 Procedures for Determining Adjusted EBIT. .................4 1.5 Payment of the Contingent Payments. .......................6 1.6 Conduct of Business Following Closing.......................6

Adjusted EBIT. (a) For purposes of this Agreement, the term "Adjusted EBIT" shall mean the earnings of the Company, if any, before deducting interest payments and taxes during each Period, computed in accordance with the accounting practices applied by Coopers & Xxxxxxx LLP during its audit of the Company's financial statements as of November 30, 1997, and the provisions set forth herein. (b) Notwithstanding anything to the contrary in this Agreement, the calculation of Adjusted EBIT shall not include (i) any purchase accounting adjustments (such as additional depreciation resulting from the write up of the assets of the Company) and amortization of goodwill arising as a result of the transactions described herein; (ii) any corporate overhead allocation by Buyer; (iii) any moving expenses relating to the relocation of employees of Buyer to the Company's location and either reimbursed to such employees or paid directly by the Company on behalf of such employees; (iv) any charges to earnings that may result from claims against the Company or the Sellers for which the Company and/or Buyer is entitled to indemnification pursuant to Article IX hereof and for which either recovery thereunder is actually made or Sellers provide written confirmation that such claim is properly subject to the indemnification provisions of Article IX, regardless of whether the claim is subject to the "basket" referred to in the second clause of the penultimate sentence of Section 9.1(b); (v) any amounts paid as the Incentive Bonus pursuant to Section 4.4 of the Employment Agreement; and (vi) items of revenue and related expense generated during a given Period on the basis of circumstances that Buyer and Sellers' Representative agree are not reasonably likely to recur, including, without limitation, items that are extraordinary or unusual items as such terms are defined by generally accepted accounting principles (collectively, the "Non-Recurring Items"), to the extent to which such Non-Recurring items exceed 5% of the total revenue generated during such Period. 1.4

Related to Adjusted EBIT

Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.
Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter
Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of REIT and its Subsidiaries for such period determined on a Consolidated basis.
EBITDA With respect to REIT and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners; and (v) other non-cash items to the extent not actually paid as a cash expense; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates or such Subsidiary of Borrower that is not a Wholly Owned Subsidiary plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners; and (v) other non-cash items to the extent not actually paid as a cash expense.
Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.
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 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
Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.
Interest Expense For any period with respect to Parent Borrower and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding non-cash interest expense but including capitalized interest not funded under a construction loan, together with the interest portion of payments actually payable on Capitalized Leases, plus (b) Parent Borrower’s and its respective Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period.
Adjusted Quick Ratio A ratio of Quick Assets to Total Liabilities minus Deferred Revenue of at least 1.5 to 1.0; and
Consolidated Total Net Leverage Ratio Permit the Consolidated Total Net Leverage Ratio on the last day of any fiscal quarter occurring during any period set forth below, to be greater than the ratio set forth below opposite such period: Period Maximum Consolidated Total Net Leverage Ratio Closing Date through and including September 30, 2014 7.25:1.00 December 31, 2014 through and including September 30, 2015 6.75:1.00 December 31, 2015 and thereafter 6.50:1.00

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