Common use of Adjusted EBITDA Clause in Contracts

Adjusted EBITDA. Subject to subsection (c) below, maintain, to be tested as of the last day of each quarter, Adjusted EBITDA of at least (i) ($1,300,000) for the quarter ending September 30, 2010, (ii) $1,700,000 for the quarter ending December 31, 2010, (iii) ($4,800,000) for the quarter ending March 31, 2011, (iv) ($1,000,000) for the quarter ending June 30, 2011, (v) $750,000 for the quarter ending September 30, 2011, (vi) ($3,000,000) for the quarter ending September 30, 2012, (vii) $4,000,000 for the quarter ending December 31, 2012, (viii) ($3,000,000) for the quarter ending September 30, 2013 and (ix) $11,000,000 for the quarter ending December 31, 2013. With respect to the quarter ending on March 31, 2014 and each quarter thereafter, the Adjusted EBITDA covenant levels will be established by mutual agreement of Borrower and Bank based upon the Borrower’s board-approved projections and budget. With respect thereto: (i) the failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement), no later than January 31, 2014, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2014 shall result in an immediate Event of Default for which there shall be no grace or cure period; and (ii) the failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement), no later than January 31, 2015, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2015 shall result in an immediate Event of Default for which there shall be no grace or cure period.”

Adjusted EBITDA. Subject to subsection (c) below, maintain, to be tested as of the last day of each quarter, Adjusted EBITDA of at least (i) ($1,300,000) for the quarter ending September 30, 2010, (ii) $1,700,000 for the quarter ending December 31, 2010, (iii) ($4,800,000) for the quarter ending March 31, 2011, (iv) ($1,000,000) for the quarter ending June 30, 2011, (v) $750,000 for the quarter ending September 30, 2011, (vi) ($3,000,0002,000,000) for the quarter ending September 30, 2012, 2012 and (vii) $4,000,000 6,000,000 for the quarter ending December 31, 2012, (viii) ($3,000,000) for the quarter ending September 30, 2013 and (ix) $11,000,000 for the quarter ending December 31, 2013. With respect to the quarter ending on March 31, 2014 2013 and each quarter thereafter, the Adjusted EBITDA covenant levels will be established by mutual agreement of Borrower and Bank based upon the Borrower’s board-approved projections and budget. With respect thereto: (i) the failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement), no later than January 31, 2013, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2013 shall result in an immediate Event of Default for which there shall be no grace or cure period; (ii) the failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement), no later than January 31, 2014, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2014 shall result in an immediate Event of Default for which there shall be no grace or cure period; and (ii) the failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement), no later than January 31, 2015, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2015 shall result in an immediate Event of Default for which there shall be no grace or cure period.”

Adjusted EBITDA. Subject to subsection (c) below, maintainHave at all times, to be tested as of the last day of each quartercalendar quarter set forth herein, Adjusted EBITDA for the trailing six (6) month period ending on such day of at least least: (i) ($1,300,0004,500,000.00) for the quarter six (6) month period ending September ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) ($3,750,000.00) for the six (6) month period ending June 30, 2010, (ii) $1,700,000 for the quarter ending December 31, 20102018, (iii) ($4,800,0001,000,000.00) for the quarter ending March 31, 2011, six (iv6) ($1,000,000) for the quarter ending June 30, 2011, (v) $750,000 for the quarter month period ending September 30, 2011, 2018 and (viiv) ($3,000,000) 1.00 for the quarter ending September 30, 2012, six (vii6) $4,000,000 for the quarter month period ending December 31, 2012, (viii) ($3,000,000) for the quarter ending September 30, 2013 and (ix) $11,000,000 for the quarter ending December 31, 20132018. With respect to the quarter any period ending on March after December 31, 2014 and each quarter thereafter2018, Bank will set the Adjusted EBITDA covenant levels will be established by mutual agreement of Borrower and Bank for any such period in its reasonable discretion (based upon the methodology used to set such covenants previously and Bank’s then existing underwriting criteria), in consultation with Borrower, based upon budgets, sales projections, operating plans and other financial information with respect to Borrower that Bank deems relevant in its reasonable judgment, including, without limitation, Borrower’s board-annual financial projections approved projections and budgetby the Board. With respect thereto: (i) the Borrower’s failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement)) on or before March 15, no later than January 31, 2014, 2019 to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to the 2019 calendar year 2014 shall result in an immediate Event of Default for which there shall be no grace or cure period; andthe Revolving Line Maturity Date, the Term Loan Maturity Date and the 2018 Term Loan Maturity Date being accelerated to April 30, 2019; (ii) the Borrower’s failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement)) on or before March 15, no later than January 31, 2015, 2020 to any such covenant levels proposed by Bank with respect to the 2020 calendar year shall result in good faith the Revolving Line Maturity Date, the Term Loan Maturity Date and the 2018 Term Loan Maturity Date being accelerated to April 30, 2020; and (iii) Borrower’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before March 15, 2021 to any such covenant levels proposed by Bank with respect to the 2021 calendar year shall result in the Revolving Line Maturity Date, the Term Loan Maturity Date and the 2018 Term Loan Maturity Date being accelerated to April 30, 2021. Notwithstanding any terms in this Agreement to the contrary, if the Term Loan Maturity Date, 2018 Term Loan Maturity Date and Revolving Line Maturity Date are accelerated pursuant to (i), (ii), or (iii) above, then, in addition to all other Obligations, Borrower shall be required to pay the Term Loan Prepayment Premium, the Final Payment, the 2018 Term Loan Prepayment Premium and 2018 Term Loan Final Payment.” 11 The Loan Agreement shall be amended by deleting the following text, appearing in Section 8.1 thereof: “Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date or the Term Loan Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);” and inserting in lieu thereof the following: “Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date, the Term Loan Maturity Date, or the 2018 Term Loan Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);” 12 The Loan Agreement shall be amended by deleting the following text, appearing in Section 12.1 thereof: “So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior to the Revolving Line Maturity Date and the Term Loan Maturity Date by Borrower’s board-approved projections , effective three (3) Business Days after written notice of termination is given to Bank.” and budget inserting in lieu thereof the following: “So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with respect Section 4.1 of this Agreement), this Agreement may be terminated prior to calendar year 2015 shall result in an immediate Event the Revolving Line Maturity Date, the Term Loan Maturity Date and the 2018 Term Loan Maturity Date by Borrower, effective three (3) Business Days after written notice of Default for which there termination is given to Bank.” 13 The Loan Agreement shall be no grace or cure period.”amended by inserting the following new definitions, appearing alphabetically in Section 13.1 thereof:

Adjusted EBITDA. Subject to subsection (c) below, maintain, to be tested as of the last day of each quarter, Adjusted EBITDA of at least (i) ($1,300,000) for the quarter ending September 30, 2010, (ii) $1,700,000 for the quarter ending December 31, 2010, (iii) ($4,800,000) for the quarter ending March 31, 2011, (iv) ($1,000,000) for the quarter ending June 30, 2011, (v) $750,000 for the quarter ending September 30, 2011, (vi) ($3,000,000) for the quarter ending September 30, 2012, 2012 and (vii) $4,000,000 for the quarter ending December 31, 2012, (viii) ($3,000,000) for the quarter ending September 30, 2013 and (ix) $11,000,000 for the quarter ending December 31, 2013. With respect to the quarter ending on March 31, 2014 2013 and each quarter thereafter, the Adjusted EBITDA covenant levels will be established by mutual agreement of Borrower and Bank based upon the Borrower’s board-approved projections and budget. With respect thereto: (i) the failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement), no later than January 31, 2013, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2013 shall result in an immediate Event of Default for which there shall be no grace or cure period; (ii) the failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement), no later than January 31, 2014, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2014 shall result in an immediate Event of Default for which there shall be no grace or cure period; and (ii) the failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement), no later than January 31, 2015, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2015 shall result in an immediate Event of Default for which there shall be no grace or cure period.”

Adjusted EBITDA. Subject Maintain on a consolidated basis with respect to subsection (c) below, maintainUS Borrower and its Subsidiaries, to be tested as of the last day of each calendar quarter, Adjusted EBITDA for the following periods of at least least: (i) ($1,300,0006,400,000.00) for the quarter three (3) month period ending September 30, 20102017, (ii) $1,700,000 2,100,000.00 for the quarter six (6) month period ending December 31, 20102017, (iii) ($4,800,000) 600.00 for the quarter ending March 31, 2011, nine (iv9) ($1,000,000) for the quarter ending June 30, 2011, (v) $750,000 for the quarter ending September 30, 2011, (vi) ($3,000,000) for the quarter ending September 30, 2012, (vii) $4,000,000 for the quarter ending December 31, 2012, (viii) ($3,000,000) for the quarter ending September 30, 2013 and (ix) $11,000,000 for the quarter ending December 31, 2013. With respect to the quarter month period ending on March 31, 2014 2018, (iv) $6,600,000.00 for the twelve (12) month period ending June 30, 2018 and each quarter thereafter(v) $9,000,000.00 for the twelve (12) month period ending September 30, 2018. With respect to any period ending after September 30, 2018, Bank will set the Adjusted EBITDA covenant levels will be established by mutual agreement of for any such period in its sole discretion based upon, among other factors, budgets, sales projections, operating plans and other financial information with respect to US Borrower and that Bank based upon the deems relevant, including, without limitation, US Borrower’s board-annual financial projections approved projections and budgetby the Board of US Borrower. Without limiting Bank’s ability to set covenant levels in its reasonable discretion, Borrowers hereby acknowledge that the required Adjusted EBITDA for any trailing twelve (12) month period ending after September 30, 2018 shall in no event be less than Five Million Dollars ($5,000,000.00). With respect thereto: (i) the Borrowers’ failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement)) on or before April 30, no later than January 31, 2014, 2018 to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2014 the period from October 1, 2018 through and including December 31, 2018 shall result in an immediate Event of Default for which there shall be no grace or cure periodthe Revolving Line Maturity Date being automatically accelerated to April 30, 2018; and (ii) the Borrowers’ failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement)) on or before April 30, no later than January 31, 2015, 2019 to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved projections and budget with respect to the 2019 calendar year 2015 shall result in an immediate Event of Default for which there shall be no grace or cure periodthe Revolving Line Maturity Date being automatically accelerated to April 30, 2019.”