Common use of Debt to EBITDA Clause in Contracts

Debt to EBITDA. At the last day of any fiscal quarter set forth below, permit the ratio (the “Leverage Ratio”) of Consolidated Indebtedness (excluding seasonal borrowings occurring in the third fiscal quarter of the Borrower which shall be calculated as the lesser of (i) $85,000,000 and (ii) the amount of Revolving Credit Loans outstanding on the date of such calculation) as of such day to Consolidated EBITDA for the period of twelve months ending on such day to be greater than the ratio set forth below for such fiscal quarter; provided that, for purposes of calculating Consolidated EBITDA, any costs related to employee and business terminations described in the definition of “consolidated net income” contained in the Offering Memorandum shall be excluded; and provided further that, with respect to any acquisition permitted by subsection 9.6(g), the last four fiscal quarters of Consolidated EBITDA (as may be adjusted for post acquisition cost savings reasonably agreed to by the Borrower and the Administrative Agent) of the acquired company shall be added for the purposes of calculating this ratio: Fiscal Year Fiscal Quarter Ratio 2000 Fourth 6.00 to 1.00 2001 First 6.00 to 1.00 Second 5.75 to 1.00 Third 5.75 to 1.00 Fourth 5.50 to 1.00 2002 First 5.25 to 1.00 Second 5.25 to 1.00 Third 5.00 to 1.00 Fourth 4.75 to 1.00 2003 First 4.75 to 1.00 Second 4.50 to 1.00 Third 4.50 to 1.00 Fourth 4.25 to 1.00 2004 First 4.25 to 1.00 Second 4.00 to 1.00 Third 4.00 to 1.00 Fourth 3.75 to 1.00 2005 First 3.50 to 1.00 Second 3.50 to 1.00 Third 3.50 to 1.00 Fourth 3.50 to 1.00 2006 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2007 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2008 and thereafter 3.00 to 1.00

Debt to EBITDA. (a) At the last day of any fiscal quarter Fiscal Quarter of the U.S. Borrower set forth below, permit the ratio (the “"Leverage Ratio”") of Consolidated Indebtedness (excluding seasonal borrowings of the Borrowing Parties occurring in the third fiscal quarter Fiscal Quarter of the U.S. Borrower which shall be calculated as the lesser of (i) $85,000,000 and (ii) the amount of Revolving Credit Loans and C$ Loans outstanding on the date of such calculation) as of such day to Consolidated EBITDA for the period of twelve months four consecutive Fiscal Quarters of the U.S. Borrower ending on such day to be greater than the ratio set forth below for such fiscal quarterFiscal Quarter; provided that, for purposes of calculating Consolidated EBITDA, any costs related to employee and business terminations described in the definition of “consolidated net income” contained in the Offering Memorandum shall be excluded; and provided further that, with respect to any acquisition permitted by subsection 9.6(g), the last four fiscal quarters of Consolidated EBITDA (as may be adjusted for post acquisition cost savings reasonably agreed to by the U.S. Borrower and the Administrative Agent) of the acquired company shall be added for the purposes of calculating this ratio: Fiscal Year Fiscal Quarter Ratio 2000 Fourth 6.00 to 1.00 2001 First 6.00 to 1.00 Second 5.75 to 1.00 ----------- -------------- ------------ 2003 Third 5.75 to 1.00 Fourth 5.50 to 1.00 2002 First 5.25 to 1.00 Second 5.25 to 1.00 Third 5.00 4.75 to 1.00 Fourth 4.75 to 1.00 2003 2004 First 4.75 to 1.00 Second 4.50 4.75 to 1.00 Third 4.50 4.75 to 1.00 Fourth 4.65 to 1.00 2005 First 4.65 to 1.00 Second 4.65 to 1.00 Third 4.65 to 1.00 Fourth 4.25 to 1.00 2004 2006 First 4.25 to 1.00 Second 4.25 to 1.00 Third 4.25 to 1.00 105 Fiscal Year Fiscal Quarter Ratio ----------- -------------- ------------ Fourth 4.00 to 1.00 2007 First 4.00 to 1.00 Second 4.00 to 1.00 Third 4.00 to 1.00 Fourth 3.75 3.50 to 1.00 2005 2008 First 3.50 to 1.00 Second 3.50 to 1.00 Third 3.50 to 1.00 Fourth 3.50 3.00 to 1.00 2006 2009 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2007 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2008 and thereafter 3.00 Thereafter 2.75 to 1.00

Debt to EBITDA. At the last day of any fiscal quarter set forth below, permit the ratio (the “"Leverage Ratio”") of Consolidated Funded Indebtedness (excluding seasonal borrowings occurring in the third fiscal quarter of the Borrower which shall be calculated as the lesser of (i) $85,000,000 and (ii) the amount of Revolving Credit Loans outstanding on the date of such calculation) as of such day to Consolidated EBITDA for the period of twelve months four fiscal quarters ending on such day to be greater than the ratio set forth below for such fiscal quarter; provided that, for purposes of calculating Consolidated EBITDA, any costs related to employee and business terminations described in the definition of “consolidated net income” contained in the Offering Memorandum shall be excluded; and provided further that, (x) with respect to any acquisition made during the respective four quarter period pursuant to, and as permitted by by, subsection 9.6(g), the last four fiscal quarters of Consolidated EBITDA (as may be adjusted for post acquisition cost savings reasonably agreed to by the Borrower and the Administrative Agent) of the acquired company shall be added for the purposes of calculating this ratio and (y) the last four fiscal quarters of Consolidated EBITDA of each company, business or business segment sold during the respective four fiscal quarter period pursuant to one or more Asset Sales shall be subtracted for purposes of calculating this ratio: Fiscal Year Fiscal Quarter Ratio 2000 Fourth 6.00 to 1.00 2001 First 6.00 to 1.00 Second 5.75 to 1.00 FISCAL YEAR FISCAL QUARTER RATIO 2003 Third 5.75 to 1.00 Fourth 5.50 to 1.00 2002 First 5.25 to 1.00 Second 5.25 to 1.00 Third 5.00 4.75 to 1.00 Fourth 4.75 to 1.00 2003 2004 First 4.75 4.50 to 1.00 Second 4.50 to 1.00 Third 4.50 4.25 to 1.00 Fourth 4.25 to 1.00 2004 2005 First 4.25 4.00 to 1.00 Second 4.00 to 1.00 Third 4.00 3.75 to 1.00 Fourth 3.75 3.50 to 1.00 2005 2006 First 3.50 to 1.00 Second 3.50 to 1.00 Third 3.50 to 1.00 Fourth 3.50 to 1.00 2006 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 3.25 to 1.00 Fourth 3.00 to 1.00 2007 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2008 and thereafter First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2009 First 3.00 to 1.00 Second 3.00 to 1.00

Debt to EBITDA. At the last day of any fiscal quarter set forth below, permit the ratio (the “"Leverage Ratio”") of Consolidated Funded Indebtedness (excluding seasonal borrowings occurring in the third fiscal quarter of the Borrower which shall be calculated as the lesser of (i) $85,000,000 and (ii) the amount of Revolving Credit Loans outstanding on the date of such calculation) as of such day to Consolidated EBITDA for the period of twelve months four fiscal quarters ending on such day to be greater than the ratio set forth below for such fiscal quarter; provided that, for purposes of calculating Consolidated EBITDA, any costs related to employee and business terminations described in the definition of “consolidated net income” contained in the Offering Memorandum shall be excluded; and provided further that, with respect to any acquisition permitted by subsection 9.6(g8.6(g), the last four fiscal quarters of Consolidated EBITDA (as may be adjusted for post acquisition cost savings reasonably agreed to by the Borrower Company and the Administrative Agent) of the acquired company shall be added for the purposes of calculating this ratio: Fiscal Year Fiscal Quarter Ratio 2000 1997 Third 6.75 to 1.00 Fourth 6.75 to 1.00 1998 First 6.75 to 1.00 Second 6.75 to 1.00 Third 6.75 to 1.00 Fourth 6.50 to 1.00 1999 First 6.50 to 1.00 Second 6.50 to 1.00 Third 6.50 to 1.00 Fourth 6.00 to 1.00 2000 First 6.00 to 1.00 Second 6.00 to 1.00 Third 6.00 to 1.00 Fourth 5.75 to 1.00 2001 First 6.00 5.75 to 1.00 Second 5.75 to 1.00 Third 5.75 to 1.00 Fourth 5.50 to 1.00 2002 First 5.50 to 1.00 Second 5.50 to 1.00 Third 5.50 to 1.00 Fourth 5.25 to 1.00 2003 First 5.25 to 1.00 Second 5.25 to 1.00 Third 5.25 to 1.00 Fourth 5.00 to 1.00 2004 First 5.00 to 1.00 Second 5.00 to 1.00 Third 5.00 to 1.00 Fourth 4.75 to 1.00 2003 First 4.75 to 1.00 Second 4.50 to 1.00 Third 4.50 to 1.00 Fourth 4.25 to 1.00 2004 First 4.25 to 1.00 Second 4.00 to 1.00 Third 4.00 to 1.00 Fourth 3.75 5.00 to 1.00 2005 First 3.50 5.00 to 1.00 Second 3.50 to 1.00 Third 3.50 to 1.00 Fourth 3.50 to 1.00 2006 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2007 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2008 and thereafter 3.00 5.00 to 1.00

Debt to EBITDA. At the last day of any fiscal quarter set forth below, permit the ratio (the “"Leverage Ratio”") of Consolidated Indebtedness (excluding seasonal borrowings occurring in the third fiscal quarter of the Borrower which shall be calculated as the lesser of (i) $85,000,000 and (ii) the amount of Revolving Credit Loans outstanding on the date of such calculation) as of such day to Consolidated EBITDA for the period of twelve months ending on such day to be greater than the ratio set forth below for such fiscal quarter; provided that, for purposes of calculating Consolidated EBITDA, any costs related to employee and business terminations described in the definition of “"consolidated net income” " contained in the Offering Memorandum shall be excluded; and provided further that, with respect to any acquisition permitted by subsection 9.6(g8.6(g), the last four fiscal quarters of Consolidated EBITDA (as may be adjusted for post acquisition cost savings reasonably agreed to by the Borrower and the Administrative Agent) of the acquired company shall be added for the purposes of calculating this ratio: Fiscal Year Fiscal Quarter Ratio ----------- -------------- ----- 2000 Fourth 6.00 to 1.00 2001 First 6.00 to 1.00 Second 5.75 to 1.00 Third 5.75 to 1.00 Fourth 5.50 to 1.00 2002 First 5.25 to 1.00 Second 5.25 to 1.00 Third 5.00 to 1.00 Fourth 4.75 to 1.00 2003 First 4.75 to 1.00 Second 4.50 to 1.00 Third 4.50 to 1.00 Fourth 4.25 to 1.00 2004 First 4.25 to 1.00 Second 4.00 to 1.00 Third 4.00 to 1.00 Fourth 3.75 to 1.00 2005 First 3.50 to 1.00 Second 3.50 to 1.00 Third 3.50 to 1.00 Fourth 3.50 to 1.00 2006 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2007 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2008 and thereafter 3.00 to 1.001.00 and thereafter

Debt to EBITDA. At the last day of any fiscal quarter set forth below, permit the ratio (the “Leverage Ratio”"LEVERAGE RATIO") of Consolidated Funded Indebtedness (excluding seasonal borrowings occurring in the third fiscal quarter of the Borrower which shall be calculated as the lesser of (i) $85,000,000 and (ii) the amount of Revolving Credit Loans outstanding on the date of such calculation) as of such day to Consolidated EBITDA for the period of twelve months four fiscal quarters ending on such day to be greater than the ratio set forth below for such fiscal quarter; provided PROVIDED that, for purposes of calculating Consolidated EBITDA, any costs related to employee and business terminations described in the definition of “consolidated net income” contained in the Offering Memorandum shall be excluded; and provided further that, (x) with respect to any acquisition made during the respective four quarter period pursuant to, and as permitted by by, subsection 9.6(g), the last four fiscal quarters of Consolidated EBITDA (as may be adjusted for post acquisition cost savings reasonably agreed to by the Borrower Company and the Administrative AgentCo-Arrangers) of the acquired company shall be added for the purposes of calculating this ratio and (y) of each company, business or group of assets sold during the respective four fiscal quarter period pursuant to one or more Asset Sales shall be subtracted for purposes of calculating this ratio: Fiscal Year Fiscal Quarter Ratio 2000 ----------- -------------- ----- 1997 Fourth 6.00 6.75 to 1.00 2001 -111- 118 1998 First 6.75 to 1.00 Second 6.75 to 1.00 Third 6.75 to 1.00 Fourth 6.75 to 1.00 1999 First 6.50 to 1.00 Second 6.50 to 1.00 Third 6.50 to 1.00 Fourth 6.50 to 1.00 2000 First 6.00 to 1.00 Second 5.75 6.00 to 1.00 Third 5.75 to 1.00 Fourth 5.75 to 1.00 2001 First 5.75 to 1.00 Second 5.50 to 1.00 Third 5.50 to 1.00 Fourth 5.25 to 1.00 2002 First 5.25 5.00 to 1.00 Second 5.25 5.00 to 1.00 Third 5.00 to 1.00 Fourth 4.75 to 1.00 2003 First 4.75 to 1.00 Second 4.50 to 1.00 Third 4.50 to 1.00 Fourth 4.25 to 1.00 2004 First 4.25 to 1.00 Second 4.00 to 1.00 Third 4.00 to 1.00 Fourth 3.75 to 1.00 2005 First 3.50 3.75 to 1.00 Second 3.50 to 1.00 Third 3.50 to 1.00 Fourth 3.50 to 1.00 2006 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2007 First 3.00 to 1.00 Second 3.00 to 1.00 Third 3.00 to 1.00 Fourth 3.00 to 1.00 2008 and thereafter 3.00 to 1.00-112- 119