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 8.6(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 3.00 to 1.00 and thereafter

Debt to EBITDA. At the last day of any fiscal quarter set forth below, permit commencing with the ratio (the "Leverage Ratio") of Consolidated Indebtedness (excluding seasonal borrowings occurring in the third first fiscal quarter of the Borrower which shall be calculated 1997 fiscal year of the Company, permit the ratio of Consolidated Funded Indebtedness 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 at 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 thatprovided, that (i) for purposes the first fiscal quarter set forth below, Consolidated EBITDA for the period of calculating Consolidated EBITDA, any costs related to employee and business terminations described in four fiscal quarters ending on the definition last day of "consolidated net income" contained in the Offering Memorandum such fiscal quarter shall be excludeddeemed to be the Consolidated EBITDA for such fiscal quarter multiplied by four, (ii) for the second fiscal quarter set forth below, Consolidated EBITDA for the period of four fiscal quarters ending on the last day of such fiscal quarter shall be deemed to be the Consolidated EBITDA for the first two fiscal quarters set forth below multiplied by two, and (iii) for the third fiscal quarter set forth 80 75 below, Consolidated EBITDA for the period of four fiscal quarters ending on the last day of such fiscal quarter shall be deemed to be the Consolidated EBITDA for the first three fiscal quarters set forth below multiplied by four thirds; and provided further further, that, with respect to any acquisition permitted by subsection 8.6(g8.6(h), the last four fiscal quarters of Consolidated EBITDA (as may be adjusted for post 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 Fourth 6.00 to 1.00 2001 1997 First 6.00 to 1.00 1 Second 6.00 to 1 Third 6.00 to 1 Fourth 5.75 to 1 1998 First 5.75 to 1 Second 5.75 to 1.00 1 Third 5.75 to 1.00 1 Fourth 5.50 4.50 to 1.00 2002 1 1999 First 5.25 4.50 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 1 Second 4.50 to 1.00 1 Third 4.50 to 1.00 1 Fourth 4.25 4.00 to 1.00 2004 1 2000 First 4.25 4.00 to 1.00 1 Second 4.00 to 1.00 1 Third 4.00 to 1.00 1 Fourth 3.75 4.00 to 1.00 2005 1 2001 First 3.50 4.00 to 1.00 1 Second 3.50 4.00 to 1.00 1 Third 3.50 4.00 to 1.00 1 Fourth 3.50 4.00 to 1.00 2006 1 2002 First 3.00 4.00 to 1.00 1 Second 3.00 4.00 to 1.00 1 Third 3.00 4.00 to 1.00 1 Fourth 3.00 4.00 to 1.00 2007 1 2003 First 3.00 4.00 to 1.00 1 Second 3.00 4.00 to 1.00 1 Third 3.00 4.00 to 1.00 1 Fourth 3.00 4.00 to 1.00 2008 3.00 to 1.00 and thereafter1

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 8.6(g9.6(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 and thereafter1.00

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 Company 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 8.6(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 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 First 3.00 to 1.00 and thereafter1.00