Common use of Consolidated or consolidated Clause in Contracts

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its Subsidiaries, consolidated in accordance with generally accepted accounting principles. CONSOLIDATED CASH FLOW. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, MINUS (b) Tax Distributions made and cash taxes paid during such period, PLUS (c) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiaries. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principles.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower TransTechnology and all of its Subsidiaries, consolidated in accordance with generally accepted accounting principles. CONSOLIDATED ADJUSTED EBITDA. With respect to any Reference Period, Earnings Before Interest and Taxes for such Reference Period, before provision for any depreciation and amortization PLUS, to the extent that during such Reference Period any Approved Acquisition shall have been completed, the Earnings Before Interests and Taxes, before provision for any depreciation or amortization, attributable to the operations of the applicable Target during the period prior to the applicable Acquisition Closing Date included in such Reference Period, but only to the extent evidenced by audited financial statements of the Target or as otherwise approved in writing by the Administrative Agent and the Majority Lenders prior to such Acquisition Closing Date, PROVIDED that such Earnings before Interest and Taxes may include the amount of any cost savings directly attributable to such Approved Acquisition, to the extent that such savings are either (i) recognized by Regulation S-X under the Securities Exchange Act of 1934, or (ii) approved in writing by the Administrative Agent and the Majority Lenders prior to such Acquisition Closing Date, all as determined in accordance with generally accepted accounting principles. CONSOLIDATED EBITDA. With respect to any Reference Period, Earnings Before Interest and Taxes for such Reference Period, before provision for any depreciation and amortization, as determined in accordance with generally accepted accounting principles. CONSOLIDATED EXCESS CASH FLOW. For With respect to TransTechnology and its Subsidiaries and any particular fiscal period, an amount equal to (a) Consolidated Operating Cash Flow for such period LESS (b) the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, MINUS (b) Tax Distributions made and cash taxes paid during such period, PLUS (c) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (di) Consolidated Total Interest Expense for such period, PLUS (eii) any mandatory repayments or prepayments (whether scheduled or otherwise) of principal on any Indebtedness of TransTechnology or any of its Subsidiaries paid or due and payable during such period PLUS (iii) any voluntary repayments or prepayments of principal on any Indebtedness of TransTechnology or any of its Subsidiaries made during such period, except for repayments of Revolving Credit Loans made other than in connection with a permanent reduction or termination of the Total Revolving Credit Commitment pursuant to section 2.3, PLUS (iv) an amount equal to the amount of repayments of Revolving Credit Loans and Unpaid Reimbursement Obligations as may be necessary to ensure that, as of the last day of such fiscal period, the aggregate amount of Revolving Credit Availability PLUS the total amount of cash and cash equivalents held by TransTechnology and its Subsidiaries exceeds $15,000,000, PLUS (v) to the extent not otherwise deducted from Consolidated EBITDA in the calculation of Consolidated Net Income, income tax expense Operating Cash Flow for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) an amount equal to the extent deducted in the calculation costs (including amounts payable as purchase price and fees and expenses of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (hprofessional advisers) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower actually incurred by TransTechnology and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At fiscal period with respect to any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its SubsidiariesApproved Acquisition. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower TransTechnology and its Subsidiaries, after deduction of all expenses, taxes, taxes and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principles.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower Parent and all of its Subsidiaries, Subsidiaries consolidated in accordance with generally accepted accounting principlesGAAP. CONSOLIDATED CASH FLOWADJUSTED NET INCOME. For any period, the sum of (a) the Consolidated Net Income (or Loss) of the Borrower Parent and its Subsidiaries for such perioddetermined in accordance with GAAP, MINUS (b) Tax Distributions made and cash taxes paid during such periodPLUS, PLUS (c) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other (a) adjustments for non-cash charges, if any, write-offs attributable to the use of a fair value methodology for such period, MINUS (h) the recognition and measurement of impairment of goodwill not identified with impaired assets in accordance with Financial Accounting Standards Board Statement No. 142 up to an aggregate amount of Maintenance Capital Expenditures made during such period$62,825,000, PLUS (ib) charges incurred by the Borrowers in connection with the early termination of interest rate hedging contracts up to an aggregate amount of $4,000,000, (c) adjustments for non-cash, non-recurring charges related to losses from asset impairment charges resulting from the sale of the Specified Entities or their assets up to an aggregate amount of $15,000,000, and (d) the non-recurring, non-cash write-off of debt issuance expenses related to the extent deducted in refinancing of Indebtedness under the calculation of Consolidated Net Income and without duplicationExisting Credit Agreement, nonrecurring noncapitalized transaction expenses relating such write-off not to the Repurchase and the transactions contemplated herebyexceed $4,000,000. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Adjusted Net Income of the Borrower Parent and its Subsidiaries determined in accordance with GAAP, PLUS, to the extent that such charge was deducted in determining Consolidated Adjusted Net Income in the relevant period and without duplication, (a) interest expense for such period, PLUS ; (b) income taxes for such period; (c) amortization expense for such period; (d) depreciation expense for such period; and, solely for the purpose of a non-wholly-owned Subsidiary determining the Pricing Ratio and calculating the financial covenants set forth in ss.ss.9.3 and 9.4, (e) EBITDA of the Borrower each Acquired Business and New Subsidiary, which is properly attributable to minority interest and which has been deducted in each case shall be included in the calculation of Consolidated Net Income but which has not been distributed by EBITDA of the Parent and its Subsidiaries as if such Acquired Business or New Subsidiary was a Subsidiary as of the first day of such period only if (i)(A) the financial statements of such Acquired Business or such New Subsidiary, PLUS (c) Consolidated Total Interest Expense as the case may be, have been audited for the most recent fiscal year ended of such periodAcquired Business or such New Subsidiary, PLUS (d) a portion of which fiscal year is sought to the extent deducted be included in the calculation of Consolidated Net IncomeEBITDA of the Borrowers, income tax expense for or, (B) if audited financial statements are not available, the Administrative Agent consents to such periodinclusion after being furnished with other acceptable financial statements, PLUS and (eii) a Compliance Certificate and other reasonably appropriate documentation, in form and substance reasonably satisfactory to the extent deducted Administrative Agent, with respect to the historical operating results, adjustments and balance sheet of such Acquired Business or such New Subsidiary, as the case may be, (which information to the knowledge of the CFO is correct in all material respects) are provided to the calculation of Consolidated Net Income, depreciation Administrative Agent; and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges recurring acquisition-related expenses of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments an Acquired Business (including without limitation, principal, interest and commitment feescompensation payable to former owner(s) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons Acquired Business) in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed such amounts as are approved by the Borrower or any of its SubsidiariesAdministrative Agent. CONSOLIDATED NET INCOME (OR DEFICITLOSS). The consolidated net income (or deficitloss) of the Borrower Parent and its Subsidiaries, Subsidiaries after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, charges determined in accordance with generally accepted accounting principlesGAAP, LESS, to the extent included therein, (i) gains from extraordinary items, (ii) any income from discontinued operations, and (iii) income attributable to any minority equity or other Investment in any non-Borrower; provided, HOWEVER, that consolidated net income shall not be reduced pursuant to this clause (iii) by the aggregate amount of actual cash received by the Borrowers with respect to the Cellulose Joint Venture and the New Heights Investment in the form of cash dividends or cash partnership or limited liability company distributions during the applicable period to the extent that such amount exceeds the aggregate amount of Investments made by the Borrowers in the Cellulose Joint Venture and the New Heights Investment during such period. CONSOLIDATED NET WORTH. The excess of Consolidated Total Assets over Consolidated Total Liabilities plus, without duplication, the Liquidation Value (as defined in the Series A Certificate) of the issued and outstanding Series A Preferred Stock LESS, to the extent otherwise includable in the computations of Consolidated Net Worth, any subscriptions receivable. CONSOLIDATED SENIOR FUNDED DEBT. At any time of determination, (a) Consolidated Total Funded Debt MINUS (b) Subordinated Debt outstanding as of such date PLUS (c) any and all scheduled principal payments in respect of Seller Subordinated Debt that will become due and payable during the next successive period of four fiscal quarters. CONSOLIDATED TOTAL ASSETS. The sum of all assets ("CONSOLIDATED BALANCE SHEET ASSETS") of the Parent and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its Subsidiaries, Subsidiaries consolidated in accordance with generally accepted accounting principlesGAAP. CONSOLIDATED CASH FLOWEARNINGS BEFORE INTEREST AND TAXES, or EBIT. For any period, the sum of (a) the Consolidated Net Income (or Deficit) of the Borrower and its Subsidiaries for such on a consolidated basis PLUS the sum of (1) interest expense, (2) income taxes (other than income taxes that are a net credit except the WMI Merger pooling costs and merger-related expenses in item (3) below), (3) up to $1,700,000,000 in pooling costs and merger-related expenses actually incurred with respect to the WMI Merger, taken as a special charge in the quarter ending September 30, 1998, and (4) up to $200,000,000 in after tax charges actually incurred with respect to Old WMI shareholder litigation and Securities and Exchange Commission investigations which were pending or initiated prior to the Effective Date, taken as a special charge, to the extent that each of items (1) through (4) was deducted, without duplication, in determining Consolidated Net Income (or Deficit) in the relevant period. CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION or EBITDA. For any period, MINUS EBIT PLUS (a) depreciation expense, and (b) Tax Distributions made and cash taxes paid during such period, PLUS (c) amortization expense to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted same would be included in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted determined in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiariesaccordance with GAAP. CONSOLIDATED NET INCOME (OR or DEFICIT). The consolidated net income (or deficit) of the Borrower and its SubsidiariesSubsidiaries on a consolidated basis, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principles.GAAP. CONSOLIDATED NET WORTH. The sum of the par value of the capital stock (excluding treasury stock), capital in excess of par or stated value of shares of capital stock, retained earnings (minus accumulated deficit) and any other account which, in accordance with GAAP, constitute stockholders' equity, of the Borrower and its Subsidiaries determined on a consolidated basis, excluding any effect of foreign currency transaction computed pursuant to Financial Accounting Standards Board Statement No. 52, as amended, supplemented or modified from time to time, or otherwise in accordance with GAAP. CONSOLIDATED TANGIBLE ASSETS. Consolidated Total Assets less the sum of:

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower Borrowers, and all of its their Subsidiaries, consolidated in accordance with generally accepted accounting principles. CONSOLIDATED CASH FLOWConsolidated Capital Expenditures. For any specified period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, MINUS (b) Tax Distributions made and cash taxes paid during such period, PLUS (c) amounts added or required to be added to the extent deducted in fixed asset account on the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a Borrowers' consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiaries. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined balance sheet in accordance with generally accepted accounting principles, in respect of (i) the acquisition, construction, improvement or replacement of land, buildings, machinery, equipment, leaseholds and any other real or personal property, and (ii) to the extent not included in clause (i) above, expenditures on account of materials, contract labor and direct labor relating thereto (excluding expenditures properly expensed as repairs and maintenance in accordance with generally accepted accounting principles). Consolidated Growth Capital Expenditures. With respect to any relevant period, the aggregate amount of Consolidated Capital Expenditures of the Borrowers and their Subsidiaries which are incurred by the Borrowers and their Subsidiaries during such relevant period and which, in accordance with generally accepted accounting principles, are properly attributable to (i) the acquisition, construction, or equipping of bakery cafes and stores acquired or constructed during or after the Borrowers' fiscal year ending in 1997 or (ii) the remodeling and improvement of any of ABP's bakery cafes and stores, which were owned by ABP at the beginning of the Borrowers' fiscal year ending in 1997, as part of ABP's "ABP 2000" project; which Consolidated Growth Capital Expenditures shall in any event include, without limitation, those of the type set forth on Schedule 1.1(b) under the heading "Growth/Discretionary Capital Expenditures." Consolidated Maintenance Capital Expenditures. The aggregate amount of Consolidated Capital Expenditures of the Borrowers and their Subsidiaries which are not Consolidated Growth Capital Expenditures Consolidated Net Income (or Deficit). For any specified period, the net income (or deficit) (after taxes) of the Borrowers and their Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles after eliminating all extraordinary nonrecurring non-cash items of income, all extraordinary nonrecurring non-cash items of expense up to an annual maximum of $2,500,000 and all inter-company items.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its Subsidiaries, Subsidiaries consolidated in accordance with generally accepted accounting principlesGAAP. CONSOLIDATED CASH FLOWEARNINGS BEFORE INTEREST AND TAXES, or EBIT. For any period, the sum of (a) the Consolidated Net Income (or Deficit) of the Borrower and its Subsidiaries for such on a consolidated basis PLUS the sum of (1) interest expense, (2) income taxes (other than income taxes that are a net credit except the WMI Merger pooling costs and merger-related expenses in item (3) below), (3) up to $1,700,000,000 in pooling costs and merger-related expenses actually incurred with respect to the WMI Merger, taken as a special charge in the quarter ending September 30, l998, and (4) up to $200,000,000 in after tax charges actually incurred with respect to Old WMI shareholder litigation and Securities and Exchange Commission investigations which were pending or initiated prior to the Effective Date, taken as a special charge, to the extent that each of items (1) through (4) was deducted, without duplication, in determining Consolidated Net Income (or Deficit) in the relevant period. CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION or EBITDA. For any period, MINUS EBIT PLUS (a) depreciation expense, and (b) Tax Distributions made and cash taxes paid during such period, PLUS (c) amortization expense to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted same would be included in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted determined in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiariesaccordance with GAAP. CONSOLIDATED NET INCOME (OR or DEFICIT). The consolidated net income (or deficit) of the Borrower and its SubsidiariesSubsidiaries on a consolidated basis, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principles.GAAP. CONSOLIDATED NET WORTH. The sum of the par value of the capital stock (excluding treasury stock), capital in excess of par or stated value of shares of capital stock, retained earnings (minus accumulated deficit) and any other account which, in accordance with GAAP, constitute stockholders' equity, of the Borrower and its Subsidiaries determined on a consolidated basis, excluding any effect of foreign currency transaction computed pursuant to Financial Accounting Standards Board Statement No. 52, as amended, supplemented or modified from time to time, or otherwise in accordance with GAAP. CONSOLIDATED TANGIBLE ASSETS. Consolidated Total Assets less the sum of:

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower CompuDyne and all of its Subsidiaries, consolidated in accordance with generally accepted accounting principles. CONSOLIDATED CASH FLOWConsolidated Cash Flow. For ---------------------- With respect to any fiscal period, an amount equal to the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, MINUS (b) Tax Distributions fiscal period plus depreciation and all other noncash charges made and cash taxes paid during such period, PLUS (c) to the extent deducted in the calculation of calculating Consolidated Net Income, depreciation and amortization for such all as determined on a consolidated basis in accordance with generally accepted accounting principles. Consolidated Financial Obligations. ---------------------------------- With respect to any fiscal period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) an amount equal to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower that become due and its Subsidiaries, including Capitalized Leases, payable or that are to become due and payable during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At fiscal period pursuant to any time, the sum agreement or instrument to which CompuDyne or any of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on Subsidiaries is a consolidated basis, party relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS . Demand obligations shall be deemed to be due and payable during any fiscal period during which such obligations are outstanding. Consolidated Net Income (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiaries. CONSOLIDATED NET INCOME (OR DEFICITDeficit). ----------------------------------- The consolidated net income (or deficit) of the Borrower CompuDyne and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principles, after eliminating therefrom all extraordinary nonrecurring items of income. Credit Agreement. ---------------- This Credit Agreement, including the Schedules and Exhibits hereto. Current Assets. -------------- All assets of CompuDyne and its Subsidiaries on a consolidated basis that, in accordance with generally accepted accounting principles, are properly classified as current assets, provided that (a) notes and accounts receivable shall be included only if good and collectible as determined by the Borrowers in accordance with established practice consistently applied and, with respect to such notes, only if payable on demand or within one year from the date as of which Current Assets are to be determined and if not directly or indirectly renewable or extendible at the option of the debtors, by their terms, or by the terms of any instrument or agreement relating thereto, beyond such year, and, with respect to such accounts receivable, only if payable and outstanding not more than 90 days after the date of the shipment of goods or other transaction out of which any such account receivable arose; and such notes and accounts receivable shall be taken at their face value less reserves determined to be sufficient in accordance with generally accepted accounting principles; and (b) inventory shall be included only if and to the extent that the same shall consist of saleable finished goods ready and available for shipment to purchasers thereof. Current Liabilities. ------------------- All consolidated liabilities of CompuDyne and its Subsidiaries maturing on demand or within one year from the date as of which Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principles.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower Parent and all of its Subsidiaries, consolidated in accordance with generally accepted accounting principles. CONSOLIDATED CASH FLOWEBITDA. For any period, the sum of (a) the Consolidated consolidated Net Income of the Borrower Parent and its Subsidiaries for such period, MINUS (b) Tax Distributions made and cash taxes paid during such period, PLUS (c) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction after all expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiaries. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributionspayment or provision for any income taxes, interest expense, depreciation or amortization for such period, determined on a consolidated basis for such Persons in accordance with generally accepted accounting principles. CONSOLIDATED NET TANGIBLE ASSETS. With respect to the Parent and its Restricted Subsidiaries and as at any date, the sum of the amounts that would appear on a consolidated balance sheet of the Parent and its Restricted Subsidiaries as the total assets of the Parent and its Restricted Subsidiaries, determined on a consolidated basis for such Persons in accordance with generally accepted accounting principles and after deducting therefrom, (a) to the extent otherwise included, unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or development expenses and other intangible items and (b) the aggregate amount of liabilities of the Parent and its Restricted Subsidiaries which may properly be classified as current liabilities (including tax accrued as estimated), determined on a consolidated basis for such Persons in accordance with generally accepted accounting principles. CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the aggregate amount of interest required to be paid or accrued by the Parent and its Subsidiaries during such period on all Indebtedness of the Parent and its Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capitalized Lease, and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its SubsidiariesBorrowers, consolidated in accordance with generally accepted accounting principlesGAAP. CONSOLIDATED CASH FLOWEARNINGS BEFORE INTEREST AND TAXES OR EBIT. For any period, the sum Consolidated Net Income (or Deficit) of the Borrowers PLUS (a) interest expense and (b) income taxes, to the extent that each was deducted in determining Consolidated Net Income of (or Deficit), in each case determined in accordance with GAAP. CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION OR EBITDA. For any Reference Period (without duplication), EBIT PLUS (a) depreciation expense and amortization expense, to the Borrower and its Subsidiaries for such periodextent that each was deducted in determining Consolidated Net Income (or Deficit), MINUS determined in accordance with GAAP, (b) Tax Distributions made for the fiscal quarter ending December 31, 2000, start-up and cash taxes paid during such periodintegration expenses of up to $150,000 (pre-tax) in the aggregate, PLUS (c) for the fiscal quarter ended September 30, 2001, special charges of up to $600,000 in the aggregate relating to the extent deducted cancellations of a high-yield debt offering and other financing costs, and (d) for the fiscal quarter ended September 30, 2001, special charges of up to $1,200,000 for the write-off of landfill development projects. For purposes of calculating the covenant set forth in Section 10.1 and the Pricing Ratio, the Borrowers may include the EBITDA for the prior twelve (12) months of companies acquired by the Borrowers during the respective reporting period (without duplication with respect to the adjustments set forth above) only if (A) the financial statements of such acquired Borrowers have been audited for the period sought to be included by an independent accounting firm satisfactory to the Administrative Agent, or (B) the Administrative Agent consents to such inclusion after being furnished with other acceptable financial statements. Such acquired EBITDA may be further adjusted to add-back non-recurring private company expenses which are discontinued upon acquisition (such as owner's compensation), as approved by the Administrative Agent. Simultaneously with the delivery of the financial statements referred to in (A) and (B) above, the CFO of the Parent shall deliver to the Administrative Agent a Compliance Certificate and appropriate documentation certifying the historical operating results, adjustments and balance sheet of the acquired company. For purposes of calculating the covenant set forth in Section 10.1 (but not the Pricing Ratio), the Borrowers may, with the consent of the Administrative Agent, include in the calculation of Consolidated Net Income, depreciation and amortization EBITDA the PRO FORMA projected EBITDA from a new contract with a municipality for such period, PLUS exclusive waste management services which first became effective within the twelve (d12) Consolidated Total Interest Expense for such period, PLUS (e) month period prior to the extent deducted date of such calculation, such projections to include the period beginning on the day after the date of such calculation and ending on the date which is one year following the date on which such contract first became effective. In addition, for purposes of calculating the covenant set forth in Section 10.1 (but not the Pricing Ratio), for each fiscal quarter referenced in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted table contained in the calculation definition of Consolidated Net Income but which has not been distributed by such Subsidiary"BROOKLYN TRANSFER STATION ADDBACK AMOUNT", PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and EBITDA shall include, without duplication, other non-cash charges, if any, the Brooklyn Transfer Station Addback Amount applicable for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiariesfiscal quarter. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its SubsidiariesBorrowers, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principlesGAAP. CONSOLIDATED NET WORTH. The excess of Consolidated Total Assets over Consolidated Total Liabilities, LESS, to the extent otherwise includable in the computations of Consolidated Net Worth, any subscriptions receivable. CONSOLIDATED TOTAL ASSETS. The sum of all assets ("CONSOLIDATED BALANCE SHEET ASSETS") of the Borrowers determined on a consolidated basis in accordance with GAAP. CONSOLIDATED TOTAL FUNDED DEBT. With respect to the Borrowers, the sum, without duplication, of (a) the aggregate amount of Indebtedness of the Borrowers on a consolidated basis, relating to (i) the borrowing of money or the obtaining of credit, including the issuance of notes, bonds, debentures or similar debt instruments, (ii) in respect of any Capitalized Leases, (iii) the deferred purchase price of assets and companies (typically known as holdbacks) other than short-term trade credit incurred in the ordinary course of business, and (iv) any unpaid reimbursement obligation under letters of credit outstanding; PLUS (b) Indebtedness of the type referred to in clause (a) of another Person guaranteed by the Borrowers. CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the aggregate amount of interest required to be paid or accrued by the Borrowers during such period on all Indebtedness of the Borrowers outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capitalized Lease, and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money but excluding (a) non-cash charges for interest expense attributable to loan fees paid in connection with this Credit Agreement or the Prior Credit Agreement, (b) Series C Convertible Preferred Stock non-cash dividends that are classified as interest under GAAP, and (c) Series D Convertible Preferred Stock non-cash dividends that are classified as interest under GAAP.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its Subsidiaries, consolidated in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles. CONSOLIDATED CASH FLOWCAPITALIZATION. For any period, the The sum of (ai) the Consolidated Net Income Funded Debt of the Borrower and its Subsidiaries for such calculated on a consolidated basis, PLUS (ii) Consolidated Net Worth PLUS (iii) deferred taxes and deferred investment credit to the extent deducted in calculating Consolidated Net Worth. CONSOLIDATED EBITDA. For any period, MINUS an amount equal to (ba) Tax Distributions made and cash taxes paid during the sum of (i) Consolidated Net Income for such period, PLUS (cii) depreciation, amortization and all other non-cash charges deducted from Consolidated Net Income for such period, PLUS (iii) to the extent deducted in the calculation of Consolidated Net Income, depreciation Consolidated Interest Expense and amortization taxes paid or payable for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDAINTEREST EXPENSE. For any period, the sum aggregate amount of interest required to be paid or payable in cash by the Borrower or any of its Subsidiaries during such period on all Funded Debt of the Borrower or any of its Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of Capitalized Leases (aincluding, without duplication, the interest for rental payments made with respect to Sale and Leaseback Transactions) and including any Utilization Fee and Facility Fee payable pursuant to Section 2.2. CONSOLIDATED NET ASSETS. For any period, the Consolidated Net Income net book value of all of the property and assets of the Borrower and its Subsidiaries determined on a consolidated basis. CONSOLIDATED NET INCOME. For any period, the net income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiaries. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributionscharges for such period, determined on a consolidated basis in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, after eliminating therefrom (a) all extraordinary nonrecurring gains or losses, including, without limitation, any gains (or losses) from any sales of assets other than sales in the ordinary course of business, and (b) non-cash dividends or non-cash distributions from Investments.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its Subsidiaries, consolidated in accordance with generally accepted accounting principlesGAAP. CONSOLIDATED CASH FLOWCURRENT LIABILITIES. For All liabilities and other Indebtedness of the Borrower and its Subsidiaries on a consolidated basis maturing on demand or within one (1) year from the date as of which Consolidated Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with GAAP. CONSOLIDATED EBITDA. With respect to any fiscal period, an amount equal to the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, MINUS (b) Tax Distributions made and cash taxes paid during such fiscal period, PLUS (cb) in each case to the extent deducted in the calculation of such Person's Consolidated Net IncomeIncome and without duplication, (i) depreciation and amortization for such period, PLUS (dii) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (fiii) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by Total Interest Expense paid or accrued during such Subsidiaryperiod, PLUS (giv) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, noncash charges for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (ic) to the extent deducted added in the calculation of computing Consolidated Net Income Income, and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of all noncash gains (aincluding income tax benefits) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted each case as determined in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiariesaccordance with GAAP. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principlesGAAP, after eliminating therefrom all extraordinary nonrecurring items of income and all extraordinary nonrecurring noncash items of loss. CONSOLIDATED QUICK ASSETS. All cash, Cash Equivalents and Accounts Receivable of the Borrower and its Subsidiaries on a consolidated basis that, in accordance with GAAP, are properly classified as current assets, PROVIDED that Accounts Receivable shall be included only if good and collectible as determined by the Borrower in accordance with established practice consistently applied and only if payable and outstanding not more than ninety (90) days after the invoice date relating to such Accounts Receivable; and such Accounts Receivable shall be taken at their face value less reserves determined to be sufficient in accordance with GAAP. CONSOLIDATED TOTAL ASSETS. All assets ("CONSOLIDATED BALANCE SHEET ASSETS") of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its SubsidiariesBorrowers, consolidated in accordance with generally accepted accounting principlesGAAP. CONSOLIDATED CASH FLOWEARNINGS BEFORE INTEREST AND TAXES OR EBIT. For any period, the sum actual reported Consolidated Net Income (or Deficit) of the Borrowers, PLUS (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, MINUS (b) Tax Distributions made and cash taxes paid during such period, PLUS (c) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax interest expense for such period, PLUS (fb) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, taxes for such period, MINUS to the extent that each was deducted in determining Consolidated Net Income (hor Deficit), determined in accordance with GAAP, (c) Merger Charges, as applicable, (d) EBIT of the aggregate amount businesses acquired by the Parent or any of Maintenance Capital Expenditures made its Restricted Subsidiaries (through asset purchases or otherwise) other than Unrestricted Subsidiaries (each an "Acquired Business") or the Restricted Subsidiaries acquired or formed during such period, PLUS period other than Unrestricted Subsidiaries (each a "New Subsidiary") PROVIDED THAT (i) the financial statements of such Acquired Businesses or New Subsidiaries have been audited for the most recent fiscal year ended of such Acquired Businesses or New Subsidiaries, or (ii) the Administrative Agent consents to such inclusion after being furnished with other acceptable financial statements, and, in each case, a Compliance Certificate and other reasonably appropriate documentation, in form and substance reasonably satisfactory to the extent deducted Administrative Agent, with respect to the historical operating results and balance sheet of such Acquired Businesses or New Subsidiaries (which information to the knowledge of the CFO is correct in all material respects) are provided to the calculation Administrative Agent, (e) PRO FORMA expense and cost reductions (i) calculated on a basis consistent with Regulation S-X promulgated under the Securities Act incurred in connection with any merger, consolidation or acquisition permitted under ss.9.4.1 or the Prior Credit Agreement as if such merger, consolidation or acquisition had been consummated on the first day of Consolidated Net Income the applicable period, as determined in good faith by the CFO based on reasonable assumptions, and (ii) such other expenses and cost reductions approved by the Administrative Agent, and (f) actual cash dividends received from Unrestricted Subsidiaries during such period on or prior to the date of determination of EBIT, all without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION OR EBITDA. For any period, the sum of EBIT PLUS (a) the Consolidated Net Income of the Borrower depreciation expense for such period and its Subsidiaries (b) amortization expense relating to intangible assets for such period, PLUS to the extent that each was deducted in determining Consolidated Net Income (bor Deficit), determined in accordance with GAAP, PROVIDED THAT, EBITDA of Acquired Businesses and New Subsidiaries (plus adjustments as set forth in the definition of EBIT) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted shall be included in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS EBITDA (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiaries). CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, Borrowers after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principlesGAAP.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and all of its Subsidiaries, Borrowers consolidated in accordance with generally accepted accounting principlesGAAP. CONSOLIDATED CASH FLOWEARNINGS BEFORE INTEREST AND TAXES OR EBIT. For any period, the sum Consolidated Net Income (or Deficit) of the Borrowers determined in accordance with GAAP, PLUS (a) interest expense, and (b) income tax expense, to the extent that each of the same has been deducted in calculating Consolidated Net Income (or Deficit). CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION OR EBITDA. For any twelve month period, the Consolidated Net Income (or Deficit) of the Borrower and its Subsidiaries for such periodBorrowers determined in accordance with GAAP excluding pooling charges, MINUS (b) Tax Distributions made and cash taxes paid during such periodPROVIDED THAT, PLUS (c) with respect to any Subsidiary acquired within the extent deducted in the calculation of Consolidated Net Incomepast twelve months or to be acquired, depreciation and amortization for such period, PLUS (d) Consolidated Total Interest Expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (f) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by (or Deficit) for the period prior to such Subsidiary's acquisition may include reference to such Subsidiary's historical financial statements as if such Subsidiary had been owned for those twelve months (PROVIDED THAT such statements have been audited and approved by the Lender and the Lender has received appropriate documentation thereof) and in the case of acquisitions occurring after June 30, 1997, may be further adjusted to add back non-recurring private company expenses which are discontinued upon such acquisitions to the extent such adjustments are approved by the Lender, PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount of Maintenance Capital Expenditures made during such period, PLUS (i) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such periodinterest expense, PLUS (b) income of a non-wholly-owned Subsidiary taxes, (c) depreciation and landfill depletion expense, and (d) amortization expense, to the extent that each of the Borrower which is properly attributable to minority interest and which same has been deducted in the calculation of calculating such adjusted Consolidated Net Income but which has not been distributed (or Deficit), as certified by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) the CFO in the Compliance Certificate delivered to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) Lender pursuant to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiariesss.6.4 hereof. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, Borrowers after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined in accordance with generally accepted accounting principlesGAAP, after eliminating therefrom all extraordinary nonrecurring items of income or loss. CONSOLIDATED TOTAL ASSETS. All assets of the Borrowers determined on a consolidated basis in accordance with GAAP. CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the aggregate amount of interest expense required to be paid or accrued by the Borrowers during such period on all Indebtedness of the Borrowers outstanding during all or any part of such period, including capitalized interest expense for such period.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower Parent and all of its Consolidated Subsidiaries, consolidated in accordance with generally accepted accounting principles. CONSOLIDATED CASH FLOWDEBT. At any date the Debt of the Parent and its Consolidated Subsidiaries, determined on a consolidated basis as of such date. CONSOLIDATED NET INCOME. For any period, the sum of net income (aor loss) the Consolidated Net Income of the Borrower Parent and its Subsidiaries for such period, MINUS determined on a consolidated basis in accordance with generally accepted accounting principles after eliminating earnings or losses attributable to outstanding minority interests, but excluding in any event (a) net earnings and losses of any Subsidiary accrued prior to the date it became a Subsidiary; (b) Tax Distributions made net earnings and cash taxes paid during losses for any corporation (other than a Subsidiary), substantially all the assets of which have been acquired in any manner, realized by such period, PLUS other corporation prior to the date of such acquisition; (c) net earnings and losses of any corporation (other than a Subsidiary) with which the Parent or a Subsidiary shall have consolidated or which shall have merged into or with the Parent or a Subsidiary prior to the extent deducted in the calculation date of Consolidated Net Income, depreciation and amortization for such period, PLUS consolidation or merger; (d) Consolidated Total Interest Expense net earnings of any business entity (other than a Subsidiary) in which the Parent or any Subsidiary has an ownership interest unless such net earnings are immediately available without legal or contractual restriction for cash distributions to the Parent or such period, PLUS Subsidiary; (e) any portion of the net earnings of any Subsidiary which for any reason is legally or contractually unavailable for payment of cash dividends to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS Parent or any other Subsidiary; (f) income earnings resulting from any reappraisal, revaluation or write-up of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS assets; (g) to any deferred or other credit representing any excess of the extent deducted equity in any Subsidiary at the calculation date of Consolidated Net Income acquisition thereof over the amount invested in such Subsidiary; and without duplication, other non-cash charges, if any, for such period, MINUS (h) the aggregate amount any reversal subsequent to March 31, 1996 of Maintenance Capital Expenditures made during such period, PLUS any reserve (i) to the extent deducted other than a reserve created in the calculation ordinary course of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED EBITDA. For any period, the sum of (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period, PLUS (b) income of a non-wholly-owned Subsidiary of the Borrower which is properly attributable to minority interest and which has been deducted in the calculation of Consolidated Net Income but which has not been distributed by such Subsidiary, PLUS (c) Consolidated Total Interest Expense for such period, PLUS (d) to the extent deducted in the calculation of Consolidated Net Income, income tax expense for such period, PLUS (e) to the extent deducted in the calculation of Consolidated Net Income, depreciation and amortization for such period, PLUS (f) to the extent deducted in the calculation of Consolidated Net Income and without duplication, other non-cash charges of the Borrower and its Subsidiaries for such period PLUS (g) to the extent deducted in the calculation of Consolidated Net Income and without duplication, nonrecurring noncapitalized transaction expenses relating to the Repurchase and the transactions contemplated hereby. CONSOLIDATED FINANCIAL OBLIGATIONS. For any period, the sum of all scheduled payments (including without limitation, principal, interest and commitment fees) on Indebtedness of the Borrower and its Subsidiaries, including Capitalized Leases, during such period. CONSOLIDATED FUNDED INDEBTEDNESS. At any time, the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases, PLUS (b) without duplication, all reimbursement obligations of such Persons in respect of letters of credit outstanding, PLUS (c) without duplication, all Indebtedness guaranteed by the Borrower or any of its Subsidiaries. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, but before deduction of Tax Distributions, determined business in accordance with generally accepted accounting principles) except to the extent that provision for such reserve shall have been made from income arising subsequent to March 31, 1996.