Common use of Amendment of Financial Covenants Clause in Contracts

Amendment of Financial Covenants. We have also advised you that the Company may experience a decline in EBITDA for the rolling four quarters ending each of the first two quarters of the 2005 fiscal year. As a result of this decline, (x) the Company may be in violation of Sections 5.03(a), 5.03(b) and 5.03(c) of the Credit Agreement and (y) the Company may not be able to make the representation and warranty contained in the last sentence of Section 4.01(e) of the Credit Agreement in connection with Borrowings made on or after the date hereof. To avoid any such violation or misrepresentation, the Company requests that the Lenders amend Section 5.03, as set forth in the accompanying Amendment No. 3 to the Credit Agreement (the “Amendment”) by executing and delivering such amendment.

Amendment of Financial Covenants. We have also advised you that the Company may experience a decline in EBITDA for the rolling four quarters ending each of the first two quarters of the 2005 2004 fiscal year. As a result of this decline, (x) the Company may be in violation of Sections 5.03(a), 5.03(b) and 5.03(c) of the Credit Agreement and (y) the Company may not be able to make the representation and warranty contained in the last sentence of Section 4.01(e) of the Credit Agreement in connection with Borrowings made on or after the date hereof. To avoid any such violation or misrepresentation, the Company requests that the Lenders amend Section 5.03, as set forth in the accompanying Amendment No. 3 2 to the Credit Agreement (the “Amendment”) by executing and delivering such amendment.