Common use of Minimum Consolidated EBITDA Clause in Contracts

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Amount March 31, 2004 $ 39,000,000 June 30, 2004 $ 34,500,000 September 30, 1997 $36,000,000 2004 $ 32,000,000 December 31, 1997 $36,000,000 2004 $ 32,000,000 March 31, 1998 $36,000,000 2005 $ 32,000,000 June 30, 1998 $37,000,000 2005 $ 32,000,000 September 30, 1998 $37,000,000 2005 $ 32,000,000 December 31, 1998 $38,000,000 2005 $ 33,000,000 March 31, 1999 $38,000,000 2006 $ 33,000,000 June 30, 1999 $39,000,000 2006 $ 33,000,000 September 30, 1999 $40,000,000 2006 $ 33,000,000 December 31, 1999 $41,000,000 2006 $ 34,000,000 March 31, 2000 $41,000,000 2007 $ 34,000,000 June 30, 2000 $42,000,000 2007 $ 34,000,000 September 30, 2000 $43,000,000 2007 $ 34,000,000 December 31, 2000 $44,000,000 2007 $ 34,000,000 March 31, 2001 $44,000,000 2008 $ 34,000,000 June 30, 2001 $45,000,000 2008 $ 34,000,000 September 30, 2001 $46,000,000 2008 $ 34,000,000 December 31, 2001 $47,000,000 2008 $ 35,000,000 March 31, 2002 $47,000,0002009 $ 35,000,000 June 30, 2009 $ 35,000,000 September 30, 2009 $ 35,000,000 December 31, 2009 $ 35,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Permit the Consolidated EBITDA, EBITDA for any Test Period period of four consecutive fiscal quarters of the Borrower ending at the end of with any fiscal quarter of the Borrower set forth below, below to be less than the amount set forth below opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 Minimum Consolidated EBITDA March 31, 2000 $41,000,000 15,360,000 June 30, 2000 $42,000,000 16,800,000 September 30, 2000 $43,000,000 18,750,000 December 31, 2000 $44,000,000 22,660,000 March 31, 2001 $44,000,000 25,250,000 June 30, 2001 $45,000,000 25,500,000 September 30, 2001 $46,000,000 25,750,000 December 31, 2001 $47,000,000 26,000,000 March 31, 2002 $47,000,00026,250,000 June 30, 2002 $26,500,000 September 30, 2002 $26,750,000 December 31,2002 $27,000,000 March 31, 2003 $27,000,000 June 30, 2003 $27,000,000 September 30, 2003 $27,000,000 December 31, 2003 $27,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAEBITDA for the most recently completed Reference Period, for any Test Period ending at tested as of the end last day of any each fiscal quarter of the Borrower ending during any period described in the table set forth belowbelow during the Suspension Period, to be less than the amount set forth opposite such fiscal quarterperiod in such table: Fiscal Quarter Period (inclusive of dates) (so long as each such period is during the Suspension Period) Amount September August 31, 2009 $ 22,800,000 November 30, 1997 $36,000,000 December 2009 $ 21,600,000 February 28, 2010 $ 23,400,000 May 31, 1997 $36,000,000 March 2010 $ 23,200,000 August 31, 1998 $36,000,000 June 2010 $ 22,400,000 November 30, 1998 $37,000,000 September 302010 $ 22,700,000 February 28, 1998 $37,000,000 December 2011 $ 22,900,000 May 31, 1998 $38,000,000 March 2011 $ 23,600,000 August 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002011 $ 25,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending Amount --------------------- ------ September 30, 1997 2003 $36,000,000 5,150,000 December 31, 1997 2003 $36,000,000 5,650,000 March 31, 1998 2004 $36,000,000 5,850,000 June 30, 1998 2004 $37,000,000 6,150,000 September 30, 1998 2004 $37,000,000 6,150,000 December 31, 1998 2004 $38,000,000 6,650,000 March 31, 1999 2005 $38,000,000 6,950,000 June 30, 1999 2005 $39,000,000 7,200,000 September 30, 1999 2005 $40,000,000 7,150,000 December 31, 1999 2005 $41,000,000 7,650,000 March 31, 2000 2006 $41,000,000 7,900,000 June 30, 2000 2006 $42,000,000 8,100,000 September 30, 2000 2006 $43,000,000 8,350,000 December 31, 2000 2006 $44,000,000 8,560,000 March 31, 2001 2007 $44,000,000 8,800,000 June 30, 2001 2007 and thereafter $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0009,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAEBITDA for each month or each fiscal quarter, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth belowas applicable, to be less than the amount set forth opposite such fiscal quarterfollowing: Fiscal Quarter Amount ending December 31, 2006 – $ 4,950,000 Quarter ending March 31, 2007 $ 1,600,000 Quarter ending June 30, 2007 – $ 8,150,000 Quarter ending September 30, 1997 $36,000,000 2007 – $ 9,800,000 Quarter ending December 31, 1997 $36,000,000 2007 $ 17,150,000 Quarter ending March 31, 1998 $36,000,000 2008 $ 725,000 Quarter ending June 30, 1998 $37,000,000 2008 – $ 3,500,000 Quarter ending September 30, 1998 $37,000,000 2008 $ 3,725,000 Quarter ending December 31, 1998 $38,000,000 2008 – $ 750,000 Quarter ending March 31, 1999 $38,000,000 2009 – $ 5,750,000 Quarter ending June 30, 1999 $39,000,000 2009 – $ 5,000,000 Quarter ending September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002009 – $ 5,000,000

Minimum Consolidated EBITDA. The Holdings will cause the Borrower not to permit, and the Borrower will not permit Modified permit, its Consolidated EBITDA, for any Test Period ending at EBITDA as of the end of any fiscal quarter of the Borrower ended on a date set forth belowbelow for the period (taken together as one accounting period) of four consecutive fiscal quarters ended on such date, to be less than the amount set forth opposite such fiscal quarterdate below: Fiscal Quarter Amount June 30, 2004 $29,000,000 September 30, 1997 2004 $36,000,000 38,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 2004 $47,000,000 March 31, 2002 2005 $47,000,00058,000,000 June 30, 2005 $69,000,000 September 30, 2005 $82,000,000 December 31, 2005 $93,000,000 March 31, 2006 $100,000,000 June 30, 2006 $115,000,000 September 30, 2006 $130,000,000 December 31, 2006 $145,000,000 March 31, 2007 and each fiscal quarter thereafter $150,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Ended Closest to ---------------- Amount ------ June 30, 1997 $16.0 million September 30, 1997 $36,000,000 16.5 million December 31, 1997 $36,000,000 17.0 million March 31, 1998 $36,000,000 17.5 million June 30, 1998 $37,000,000 18.0 million September 30, 1998 $37,000,000 18.5 million December 31, 1998 $38,000,000 19.0 million March 31, 1999 $38,000,000 19.5 million June 30, 1999 $39,000,000 20.0 million September 30, 1999 $40,000,000 20.5 million December 31, 1999 $41,000,000 21.0 million March 31, 2000 $41,000,000 21.5 million June 30, 2000 $42,000,000 22.0 million September 30, 2000 $43,000,000 22.5 million December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00023.0 million and each fiscal quarter thereafter

Minimum Consolidated EBITDA. The Borrower will not permit Modified Permit the Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter EBITDA of the Borrower for any period of four consecutive fiscal quarters of the Borrower ending on the dates set forth below, below to be less than the amount set forth opposite such fiscal quarterdate below: Fiscal Quarter Date Amount September ---- ------ May 31, 1997 $20,000,000 August 31, 1997 $20,000,000 November 30, 1997 $36,000,000 December 3120,000,000 February 28, 1997 1998 $36,000,000 March 20,000,000 May 31, 1998 $36,000,000 June 21,000,000 August 31, 1998 $21,000,000 November 30, 1998 $37,000,000 September 3021,000,000 February 28, 1998 1999 $37,000,000 December 31, 1998 $38,000,000 March 21,000,000 May 31, 1999 $38,000,000 June 22,000,000 August 31, 1999 $22,000,000 November 30, 1999 $39,000,000 September 3022,000,000 February 28, 1999 2000 $40,000,000 December 31, 1999 $41,000,000 March 22,000,000 May 31, 2000 $41,000,000 June 23,000,000 August 31, 2000 $23,000,000 November 30, 2000 $42,000,000 September 3024,000,000 February 28, 2000 2001 $43,000,000 December 31, 2000 $44,000,000 March 24,000,000 May 31, 2001 $44,000,000 June 25,000,000 86 80 August 31, 2001 $25,000,000 November 30, 2001 $45,000,000 September 3025,000,000 February 28, 2001 2002 $46,000,000 December 31, 2001 $47,000,000 March 25,000,000 May 31, 2002 $47,000,00025,000,000 August 31, 2002 $26,000,000 November 30, 2002 $26,000,000 February 28, 2003 $26,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAEBITDA for the most recently completed Reference Period, for any Test Period ending at tested as of the end last day of any each fiscal quarter of the Borrower ending during any period described in the table set forth below, whether during or after the Suspension Period, to be less than the amount set forth opposite such fiscal quarterperiod in such table: Fiscal Quarter Period (inclusive of dates) Amount September August 31, 2009 $ 22,800,000 November 30, 1997 $36,000,000 December 2009 $ 21,600,000 February 28, 2010 $ 23,400,000 May 31, 1997 $36,000,000 March 2010 $ 23,200,000 August 31, 1998 $36,000,000 June 2010 $ 22,400,000 November 30, 1998 $37,000,000 September 302010 $ 22,700,000 February 28, 1998 $37,000,000 December 2011 $ 22,900,000 May 31, 1998 $38,000,000 March 2011 $ 23,600,000 August 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 2011 through August 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002012 $ 25,000,000 Thereafter N/A

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDAEBITDA (a) for the two-fiscal-quarter period ending March 31, 1998, to be less than $15,000,000, (b) for the three-fiscal-quarter period ending June 30, 1998, to be less than $23,000,000 or (c) for any Test Period four-fiscal-quarter period ending at the end of on any fiscal quarter of the Borrower date set forth below, below to be less than the amount set forth below opposite such fiscal quarterdate: Fiscal Quarter Amount DATE AMOUNT September 30, 1997 1998 $36,000,000 32,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 33,000,000 March 31, 1999 $35,000,000 June 30, 1998 1999 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 41,000,000 September 30, 2000 $43,000,000 41,000,000 December 31, 2000 $44,000,000 45,000,000 March 31, 2001 $44,000,000 45,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 45,000,000 December 31, 2001 2001- $47,000,000 March 31, 2002 $47,000,00050,000,000 thereafter

Minimum Consolidated EBITDA. The Borrower will shall not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter EBITDA of the Borrower for the period of thirteen consecutive Retail Periods of the Borrower (taken as one accounting period) as determined on the last day of each Retail Period of the Borrower ending during each period set forth below, to be less than the amount set forth opposite such fiscal quarterperiod: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31through December 30, 2002 $47,000,000$ 100,000,000 January 27, 2003 through April 29, 2003 $ 110,000,000 May 19, 2003 through July 14, 2003 $ 112,000,000 August 11, 2003 through October 6, 2003 $ 102,000,000 November 3, 2003 through December 29, 2003 $ 102,000,000 January 26, 2004 through April 19, 2004 $ 110,000,000 May 17, 2004 through July 12, 2004 $ 122,000,000 August 9, 2004 through July 11, 2005 $ 130,000,000 August 8, 2005 and thereafter $ 145,000,000

Minimum Consolidated EBITDA. The Borrower will not ---------------------------- permit Modified Consolidated EBITDA, EBITDA for any Test Period period of four consecutive fiscal quarters ending at the end of on any fiscal quarter of the Borrower date set forth below, below to be less than the amount set forth below opposite such fiscal quarterdate: Fiscal Quarter Date Amount ------------------ ----------- March 31, 2003 $67,200,000 June 30, 2003 $68,400,000 September 30, 1997 2003 $36,000,000 73,500,000 December 31, 1997 2003 $36,000,000 71,300,000 March 31, 1998 2004 $36,000,000 71,800,000 June 30, 1998 2004 $37,000,000 72,400,000 September 30, 1998 2004 $37,000,000 74,300,000 December 31, 1998 2004 $38,000,000 77,000,000 March 31, 1999 2005 $38,000,000 77,500,000 June 30, 1999 2005 $39,000,000 78,000,000 September 30, 1999 2005 $40,000,000 79,700,000 December 31, 1999 2005 $41,000,000 82,100,000 March 31, 2000 2006 $41,000,000 82,500,000 June 30, 2000 2006 $42,000,000 82,900,000 September 30, 2000 2006 $43,000,000 84,400,000 December 31, 2000 2006 $44,000,000 86,500,000 March 31, 2001 2007 $44,000,000 87,000,000 June 30, 2001 2007 $45,000,000 87,400,000 September 30, 2001 2007 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00088,900,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at the end of any fiscal quarter of the Borrower period set forth below, below to be less than the amount set forth below opposite such period: Minimum Consolidated Period: EBITDA ------- ------------ For the three fiscal quarterquarter period ending closest to March 31, 2003 $ 14,250,000 For the four fiscal quarter period ending closest to each date set forth below: Fiscal Quarter Amount June 30, 2003 $ 21,000,000 September 30, 1997 $36,000,000 2003 $ 22,250,000 December 31, 1997 $36,000,000 2003 $ 23,750,000 March 31, 1998 $36,000,000 2004 $ 25,500,000 June 30, 1998 $37,000,000 2004 $ 25,750,000 September 30, 1998 $37,000,000 2004 $ 26,750,000 December 31, 1998 $38,000,000 2004 $ 27,750,000 March 31, 1999 $38,000,000 2005 $ 28,750,000 June 30, 1999 $39,000,000 2005 $ 29,500,000 September 30, 1999 $40,000,000 2005 $ 30,500,000 December 31, 1999 $41,000,000 2005 $ 31,500,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002006 $ 32,750,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending Closest To Amount September ----------------- ------ January 31, 1999 $ 6,100,000 April 30, 1997 1999 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 13,300,000 July 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 24,100,000 October 31, 1999 $41,000,000 March 36,500,000 January 31, 2000 $41,000,000 June 36,500,000 April 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 38,000,000 July 31, 2000 $44,000,000 March 40,000,000 October 31, 2000 $42,000,000 January 31, 2001 $44,000,000 June 42,000,000 April 30, 2001 $45,000,000 September 3044,000,000 July 31, 2001 $46,000,000 December October 31, 2001 $47,000,000 March 48,000,000 January 31, 2002 $47,000,00048,000,000 April 30, 2002 $49,000,000 July 31, 2002 $51,000,000 October 31, 2002 and the last day of each fiscal quarter thereafter $53,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at the end of any fiscal quarter of the Borrower period set forth below, below to be less than the amount set forth below opposite such period: Minimum Consolidated Period: EBITDA ------- ------------ For the four fiscal quarterquarter period ending closest to each date set forth below: Fiscal Quarter Amount September 30, 1997 $36,000,000 2004 $ 26,750,000 December 31, 1997 $36,000,000 2004 $ 27,000,000 March 31, 1998 $36,000,000 2005 $ 27,250,000 June 30, 1998 $37,000,000 2005 $ 27,250,000 September 30, 1998 $37,000,000 2005 $ 28,250,000 December 31, 1998 $38,000,000 2005 $ 28,750,000 March 31, 1999 $38,000,000 2006 $ 29,250,000 June 30, 1999 $39,000,000 2006 $ 30,000,000 September 30, 1999 $40,000,000 2006 $ 30,250,000 December 31, 1999 $41,000,000 2006 $ 31,250,000 March 31, 2000 $41,000,000 2007 $ 32,250,000 June 30, 2000 $42,000,000 2007 $ 33,250,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002007 $ 33,750,000

Minimum Consolidated EBITDA. The Holdings and the Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at Period, in each case taken as one accounting period, ended on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ended Closest to the Last Day In Amount September 30-------------------- ------ June, 1997 $36,000,000 December 3129,000,000 September, 1997 $36,000,000 March 3130,000,000 December, 1997 $32,000,000 March, 1998 $36,000,000 June 3034,000,000 June, 1998 $37,000,000 September 3035,500,000 September, 1998 $37,000,000 December 3136,500,000 December, 1998 $38,000,000 March 3138,500,000 March, 1999 $38,000,000 June 3040,500,000 June, 1999 $39,000,000 September 3042,000,000 September, 1999 $40,000,000 December 3142,000,000 December, 1999 $41,000,000 March 3143,000,000 March, 2000 $41,000,000 June 3045,500,000 June, 2000 $42,000,000 September 3047,500,000 September, 2000 $43,000,000 December 3148,500,000 December, 2000 $44,000,000 March 3150,000,000 March, 2001 $44,000,000 June 3052,000,000 June, 2001 $45,000,000 September 3053,500,000 September, 2001 $46,000,000 December 3154,500,000 December, 2001 and thereafter $47,000,000 March 31, 2002 $47,000,00056,500,000

Minimum Consolidated EBITDA. The Holdings and the Borrower will --------------------------- not permit Modified Consolidated EBITDA, EBITDA for any Test Measurement Period ending at on the end last day of any fiscal quarter of the Borrower Holdings set forth below, below to be less than the amount set forth below opposite such fiscal quarter: Fiscal Quarter Ending On Amount ------------------------ ------ March 31, 1999 $32,000,000 June 30, 1999 $32,000,000 September 30, 1997 1999 $36,000,000 32,500,000 December 31, 1997 1999 $33,000,000 March 31, 2000 $33,000,000 June 30, 2000 $34,000,000 September 30, 2000 $35,000,000 December 31, 2000 $36,000,000 March 31, 1998 2001 $36,000,000 June 30, 1998 2001 $37,000,000 September 30, 1998 2001 $37,000,000 December 31, 1998 2001 $38,000,000 March 31, 1999 2002 $38,000,000 June 30, 1999 2002 $39,000,000 September 30, 1999 2002 $40,000,000 39,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00040,000,000 March 31, 2003 $40,000,000 June 30, 2003 $41,000,000 September 30, 2003 $41,000,000 December 31, 2003 $42,000,000 March 31, 2004 $42,000,000

Minimum Consolidated EBITDA. The Permit the Consolidated EBITDA of Borrower will not permit Modified Consolidated EBITDAand its Subsidiaries (a) to be less than (i) $14,000,000 for the one fiscal quarter ending September 30, 1998, (ii) 101 $26,000,000 for any the two fiscal quarter period ending December 31, 1998 and (iii) $50,000,000 for the three fiscal quarter period ending March 31, 1999, and (b) for the applicable Test Period ending at the end of any fiscal quarter of the Borrower on a date set forth below, below to be less than the amount set forth for the opposite such fiscal quarterdate: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 Date Minimum Consolidated EBITDA ---- --------------------------- June 30, 1999 $39,000,000 85,000,000 September 30, 1999 $40,000,000 108,000,000 December 31, 1999 $41,000,000 131,000,000 March 31, 2000 and each fiscal quarter thereafter $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000150,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period four consecutive fiscal quarter period ending at as of the end of any each of its fiscal quarter of the Borrower quarters set forth below, below to be less than the amount set forth opposite such fiscal quarterperiod: Four Consecutive Fiscal Quarter Amount Period Ending Minimum Consolidated EBITDA September 30, 1997 $36,000,000 2011 $ 125,000,000 December 31, 1997 $36,000,000 2011 $ 125,000,000 March 31, 1998 $36,000,000 2012 $ 160,000,000 June 30, 1998 $37,000,000 2012 $ 160,000,000 September 30, 1998 $37,000,000 2012 $ 210,000,000 December 31, 1998 $38,000,000 2012 $ 250,000,000 March 31, 1999 $38,000,000 2013 $ 275,000,000 June 30, 1999 $39,000,000 2013 $ 325,000,000 September 30, 1999 $40,000,000 2013 $ 370,000,000 December 31, 1999 $41,000,000 2013 $ 415,000,000 March 31, 2000 $41,000,000 2014 $ 450,000,000 June 30, 2000 $42,000,000 2014 $ 475,000,000 September 30, 2000 $43,000,000 2014 $ 495,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002014 $ 495,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified the Consolidated EBITDA, EBITDA for any the Test Period ending at the end of any fiscal quarter of the Borrower on a date set forth below, below to be less than the amount set forth opposite such fiscal quarterdate below: Fiscal Quarter Date Amount September 30, 1997 $36,000,000 ---- ------ December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 23,000,000 March 31, 1999 $38,000,000 23,000,000 June 30, 1999 $39,000,000 23,000,000 September 30, 1999 $40,000,000 24,000,000 December 31, 1999 $41,000,000 24,000,000 58 Date Amount ---- ------ March 31, 2000 $41,000,000 25,000,000 June 30, 2000 $42,000,000 26,000,000 September 30, 2000 $43,000,000 26,000,000 December 31, 2000 $44,000,000 27,000,000 March 31, 2001 $44,000,000 27,000,000 June 30, 2001 $45,000,000 28,000,000 September 30, 2001 $46,000,000 28,000,000 December 31, 2001 $47,000,000 29,000,000 March 31, 2002 $47,000,00029,000,000 June 30, 2002 $30,000,000 September 30, 2002 $30,000,000 December 31, 2002 $31,000,000 March 31, 2003 $31,000,000 June 30, 2003 $32,000,000 September 30, 2003 $32,000,000 December 31, 2003 $33,000,000 March 31, 2004 $34,000,000 June 30, 2004 $35,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, EBITDA for any Test Period ending at on the end last day of any a fiscal quarter of the Borrower set forth below, below to be less than the amount set forth opposite such fiscal quarterquarter below: Fiscal Quarter Ending Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 --------------------- ------ June 30, 1999 $39,000,000 $ 30,000,000 September 30, 1999 $40,000,000 $ 30,000,000 December 31, 1999 $41,000,000 $ 30,000,000 March 31, 2000 $41,000,000 $ 35,000,000 June 30, 2000 $42,000,000 $ 40,000,000 September 30, 2000 $43,000,000 $ 45,000,000 December 31, 2000 $44,000,000 $ 55,000,000 March 31, 2001 $44,000,000 $ 65,000,000 June 30, 2001 $45,000,000 $ 75,000,000 September 30, 2001 $46,000,000 $ 85,000,000 December 31, 2001 $47,000,000 $ 95,000,000 March 31, 2002 $47,000,000100,000,000 Fiscal Quarter Ending Amount --------------------- ------ June 30, 2002 $105,000,000 September 30, 2002 $110,000,000 December 31, 2002 $120,000,000 March 31, 2003 $130,000,000 June 30, 2003 $140,000,000 September 30, 2003 $150,000,000 Thereafter $170,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at At the end of any fiscal quarter each Fiscal Quarter of the Borrower Group, no Borrower shall permit the Consolidated EBITDA for the immediately preceding four Fiscal Quarters ending on any date set forth below, below to be less than the amount set forth below opposite such fiscal quarterdate: Fiscal Quarter Amount September 30, 1997 $36,000,000 2002 1,359,100 December 31, 1997 $36,000,000 2002 1,805,000 March 31, 1998 $36,000,000 2003 1,174,800 June 30, 1998 $37,000,000 2003 31,600 September 30, 1998 $37,000,000 2003 1,474,500 December 31, 1998 $38,000,000 2003 3,459,400 March 31, 1999 $38,000,000 2004 5,799,700 June 30, 1999 $39,000,000 2004 8,242,500 September 30, 1999 $40,000,000 2004 10,438,700 December 31, 1999 $41,000,000 2004 12,570,900 March 31, 2000 $41,000,000 2005 14,714,100 September 30, 2005 18,382,100 December 31, 2005 19,824,700 March 31, 2006 26,561,700 June 30, 2000 $42,000,000 2006 33,281,700 September 30, 2000 $43,000,000 2006 39,914,800 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,0002006 46,442,100

Minimum Consolidated EBITDA. The Borrower will not permit Modified have and maintain a Consolidated EBITDA, determined for any Test Period the four-quarter period ending on the date of each such calculation hereunder, of at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarterleast: For Fiscal Quarter Amount September 30, 1997 $36,000,000 Ended On or Between Minimum Consolidated EBITDA ------------------- --------------------------- December 31, 1997 $36,000,000 41,500,000.00 March 31, 1998 $36,000,000 42,500,000.00 June 30, 1998 $37,000,000 43,500,000.00 September 30, 1998 $37,000,000 43,500,000.00 December 31, 1998 $38,000,000 46,000,000.00 March 31, 1999 $38,000,000 46,000,000.00 June 30, 1999 $39,000,000 47,000,000.00 September 30, 1999 $40,000,000 47,000,000.00 December 31, 1999 $41,000,000 48,500,000.00 March 31, 2000 $41,000,000 50,000,000.00 June 30, 2000 $42,000,000 50,000,000.00 September 30, 2000 $43,000,000 51,500,000.00 December 31, 2000 $44,000,000 53,000,000.00 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 through September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,00054,500,000.00