Common use of Minimum Consolidated EBITDA Clause in Contracts

Minimum Consolidated EBITDA. The Borrower will not permit Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending on the last day of any fiscal quarter of the Borrower specified below to be less than the respective amount set forth opposite such fiscal quarter below: Fiscal Quarter Ended Amount -------------------- ------ September 30, 1998 $62,500,000 December 31, 1998 $65,000,000 March 31, 1999 $67,500,000 June 30, 1999 $70,000,000 September 30, 1999 $70,000,000 December 31, 1999 $72,500,000 March 31, 2000 $75,000,000 June 30, 2000 $77,500,000 September 30, 2000 $77,500,000 December 31, 2000 $80,000,000 March 31, 2001 $80,000,000 June 30, 2001 $82,500,000 September 30, 2001 $82,500,000 December 31, 2001 $85,000,000 March 31, 2002 $85,000,000 June 30, 2002 $87,500,000 September 30, 2002 $87,500,000 December 31, 2002 $90,000,000 March 31, 2003 $90,000,000 June 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending on the last day of any fiscal quarter of the Borrower specified below to be less than the respective amount set forth opposite such fiscal quarter below: Fiscal Quarter Ended Amount -------------------- ------ FISCAL QUARTER ENDED AMOUNT ------------------- ------- March 31, 1998 $60,000,000 June 30, 1998 $60,000,000 September 30, 1998 $62,500,000 December 31, 1998 $65,000,000 March 31, 1999 $67,500,000 June 30, 1999 $70,000,000 September 30, 1999 $70,000,000 December 31, 1999 $72,500,000 March 31, 2000 $75,000,000 June 30, 2000 $77,500,000 September 30, 2000 $77,500,000 December 31, 2000 $80,000,000 March 31, 2001 $80,000,000 June 30, 2001 $82,500,000 September 30, 2001 $82,500,000 December 31, 2001 $85,000,000 March 31, 2002 $85,000,000 June 30, 2002 $87,500,000 September 30, 2002 $87,500,000 December 31, 2002 $90,000,000 March 31, 2003 $90,000,000 June 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,000

Minimum Consolidated EBITDA. The Borrower will not ---------------------------- permit Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period period of four consecutive fiscal quarters ending on the last day of any fiscal quarter of the Borrower specified date set forth below to be less than the respective amount set forth below opposite such fiscal quarter belowdate: Fiscal Quarter Ended Date Amount -------------------- ------ September 30, 1998 $62,500,000 December 31, 1998 $65,000,000 March 31, 1999 $67,500,000 June 30, 1999 $70,000,000 September 30, 1999 $70,000,000 December 31, 1999 $72,500,000 March 31, 2000 $75,000,000 June 30, 2000 $77,500,000 September 30, 2000 $77,500,000 December 31, 2000 $80,000,000 March 31, 2001 $80,000,000 June 30, 2001 $82,500,000 September 30, 2001 $82,500,000 December 31, 2001 $85,000,000 March 31, 2002 $85,000,000 June 30, 2002 $87,500,000 September 30, 2002 $87,500,000 December 31, 2002 $90,000,000 ------------------ ----------- March 31, 2003 $90,000,000 66,800,000 June 30, 2003 $90,000,000 67,500,000 September 30, 2003 $90,000,000 71,200,000 December 31, 2003 $90,000,000 66,800,000 March 31, 2004 $90,000,000 67,300,000 June 30, 2004 $90,000,000 67,900,000 September 30, 2004 $90,000,00069,700,000 December 31, 2004 $72,200,000 March 31, 2005 $72,700,000 June 30, 2005 $73,100,000 September 30, 2005 $74,700,000 December 31, 2005 $76,900,000 March 31, 2006 $77,300,000 June 30, 2006 $77,800,000 September 30, 2006 $79,100,000 December 31, 2006 $81,100,000 March 31, 2007 $81,500,000 June 30, 2007 $82,000,000 September 30, 2007 $83,300,000 December 31, 2007 $85,300,000

Minimum Consolidated EBITDA. The Borrower will not permit --------------------------- Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending on the last day of any fiscal quarter of the Borrower specified a date set forth below to be less than the respective amount set forth opposite such fiscal quarter belowdate: Fiscal Quarter Ended Amount -------------------- ------ Minimum Consolidated Date EBITDA ---- --------------------- September 30, 1996 $ 36,900,000 December 31, 1996 $ 73,900,000 March 31, 1997 $111,300,000 June 30, 1997 $152,300,000 September 30, 1997 $154,100,000 December 31, 1997 $164,100,000 March 31, 1998 $165,000,000 June 30, 1998 $166,200,000 September 30, 1998 $62,500,000 167,300,000 December 31, 1998 $65,000,000 168,600,000 March 31, 1999 $67,500,000 171,500,000 June 30, 1999 $70,000,000 175,200,000 September 30, 1999 $70,000,000 178,800,000 --82-- December 31, 1999 $72,500,000 183,200,000 March 31, 2000 $75,000,000 186,400,000 June 30, 2000 $77,500,000 190,400,000 September 30, 2000 $77,500,000 194,400,000 December 31, 2000 $80,000,000 199,100,000 March 31, 2001 $80,000,000 203,600,000 June 30, 2001 $82,500,000 209,300,000 September 30, 2001 $82,500,000 214,900,000 December 31, 2001 $85,000,000 221,700,000 March 31, 2002 $85,000,000 223,900,000 June 30, 2002 $87,500,000 226,700,000 September 30, 2002 $87,500,000 229,600,000 December 31, 2002 $90,000,000 233,000,000 March 31, 2003 $90,000,000 235,400,000 June 30, 2003 $90,000,000 238,300,000 September 30, 2003 $90,000,000 241,300,000 December 31, 2003 $90,000,000 244,900,000 March 31, 2004 $90,000,000 247,400,000 June 30, 2004 $90,000,000 250,500,000 September 30, 2004 $90,000,000253,700,000

Minimum Consolidated EBITDA. The Borrower will not permit Permit the Consolidated EBITDA of Borrower and its Subsidiaries (determined after giving effect a) to be less than (i) $14,000,000 for the proviso to one fiscal quarter ending September 30, 1998, (ii) $26,000,000 for the definition thereoftwo fiscal quarter period ending December 31, 1998 and (iii) $28,000,000 for the three fiscal quarter period ending March 31, 1999, and (b) for any the applicable Test Period ending on the last day of any fiscal quarter of the Borrower specified a date set forth below to be less than the respective amount set forth for the opposite such fiscal quarter belowdate: Fiscal Quarter Ended Amount -------------------- ------ September 30, 1998 $62,500,000 December 31, 1998 $65,000,000 March 31, 1999 $67,500,000 Date Minimum Consolidated EBITDA ---- --------------------------- June 30, 1999 $70,000,000 37,000,000 September 30, 1999 $70,000,000 47,000,000 December 31, 1999 $72,500,000 58,000,000 March 31, 2000 $75,000,000 88,000,000 June 30, 2000 $77,500,000 110,000,000 September 30, 2000 $77,500,000 115,000,000 December 31, 2000 $80,000,000 115,000,000 March 31, 2001 $80,000,000 105,000,000 June 30, 2001 $82,500,000 100,000,000 September 30, 2001 $82,500,000 100,000,000 December 31, 2001 $85,000,000 March 31, 2002 $85,000,000 82,000,000 June 30, 2002 $87,500,000 September 30, 2002 $87,500,000 90,000,000 December 31, 2002 $90,000,000 95,000,000 March 31, 2003 and each fiscal quarter thereafter $90,000,000 June 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,000115,000,000 (ee) Section 9.3 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

Minimum Consolidated EBITDA. The Borrower Holdings will not permit --------------------------- Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending on the last day of any fiscal quarter of the Borrower Holdings specified below to be less than the respective amount set forth opposite such fiscal quarter below: Fiscal Quarter Ended Amount -------------------- ------ December 31, 1997 $14,000,000 March 31, 1998 $14,500,000 June 30, 1998 $15,000,000 September 30, 1998 $62,500,000 15,500,000 December 31, 1998 $65,000,000 16,000,000 March 31, 1999 $67,500,000 16,500,000 June 30, 1999 $70,000,000 17,000,000 September 30, 1999 $70,000,000 17,500,000 December 31, 1999 $72,500,000 18,000,000 March 31, 2000 $75,000,000 18,500,000 June 30, 2000 $77,500,000 19,000,000 September 30, 2000 $77,500,000 20,000,000 December 31, 2000 $80,000,000 21,000,000 March 31, 2001 $80,000,000 21,500,000 June 30, 2001 $82,500,000 22,000,000 September 30, 2001 $82,500,000 22,000,000 December 31, 2001 $85,000,000 22,000,000 March 31, 2002 $85,000,000 22,000,000 June 30, 2002 $87,500,000 22,000,000 September 30, 2002 $87,500,000 22,000,000 December 31, 2002 $90,000,000 22,000,000 March 31, 2003 $90,000,000 22,000,000 June 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,00022,000,000

Minimum Consolidated EBITDA. The Borrower will not permit --------------------------- Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending on the last day of any fiscal quarter of the Borrower specified below to be less than the respective amount set forth opposite such fiscal quarter below: Fiscal Quarter Ended Amount -------------------- ------ ----------- March 31, 1998 $40,000,000 June 30, 1998 $40,000,000 September 30, 1998 $62,500,000 42,500,000 December 31, 1998 $65,000,000 45,000,000 March 31, 1999 $67,500,000 45,000,000 June 30, 1999 $70,000,000 47,500,000 September 30, 1999 $70,000,000 47,500,000 December 31, 1999 $72,500,000 50,000,000 March 31, 2000 $75,000,000 50,000,000 June 30, 2000 $77,500,000 52,500,000 September 30, 2000 $77,500,000 52,500,000 December 31, 2000 $80,000,000 55,000,000 March 31, 2001 $80,000,000 55,000,000 June 30, 2001 $82,500,000 57,500,000 September 30, 2001 $82,500,000 57,500,000 December 31, 2001 $85,000,000 60,000,000 March 31, 2002 $85,000,000 60,000,000 June 30, 2002 $87,500,000 62,500,000 September 30, 2002 $87,500,000 62,500,000 December 31, 2002 $90,000,000 65,000,000 March 31, 2003 $90,000,000 65,000,000 June 30, 2003 $90,000,000 65,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,00065,000,000

Minimum Consolidated EBITDA. The Borrower will not ---------------------------- permit Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period period of four consecutive fiscal quarters ending on the last day of any fiscal quarter of the Borrower specified date set forth below to be less than the respective amount set forth below opposite such fiscal quarter belowdate: Fiscal Quarter Ended Date Amount -------------------- ------ September 30, 1998 $62,500,000 December 31, 1998 $65,000,000 March 31, 1999 $67,500,000 June 30, 1999 $70,000,000 September 30, 1999 $70,000,000 December 31, 1999 $72,500,000 March 31, 2000 $75,000,000 June 30, 2000 $77,500,000 September 30, 2000 $77,500,000 December 31, 2000 $80,000,000 March 31, 2001 $80,000,000 June 30, 2001 $82,500,000 September 30, 2001 $82,500,000 December 31, 2001 $85,000,000 March 31, 2002 $85,000,000 June 30, 2002 $87,500,000 September 30, 2002 $87,500,000 December 31, 2002 $90,000,000 ------------------ ----------- March 31, 2003 $90,000,000 67,200,000 June 30, 2003 $90,000,000 68,400,000 September 30, 2003 $90,000,000 73,500,000 December 31, 2003 $90,000,000 71,300,000 March 31, 2004 $90,000,000 71,800,000 June 30, 2004 $90,000,000 72,400,000 September 30, 2004 $90,000,00074,300,000 December 31, 2004 $77,000,000 March 31, 2005 $77,500,000 June 30, 2005 $78,000,000 September 30, 2005 $79,700,000 December 31, 2005 $82,100,000 March 31, 2006 $82,500,000 June 30, 2006 $82,900,000 September 30, 2006 $84,400,000 December 31, 2006 $86,500,000 March 31, 2007 $87,000,000 June 30, 2007 $87,400,000 September 30, 2007 $88,900,000

Minimum Consolidated EBITDA. The Holdings and the Borrower will --------------------------- not permit Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Measurement Period ending on the last day of any fiscal quarter of the Borrower specified Holdings set forth below to be less than the respective amount set forth below opposite such fiscal quarter belowquarter: Fiscal Quarter Ended Ending On Amount -------------------- ------------------------ ------ September 30, 1998 $62,500,000 December 31, 1998 $65,000,000 March 31, 1999 $67,500,000 32,000,000 June 30, 1999 $70,000,000 32,000,000 September 30, 1999 $70,000,000 32,500,000 December 31, 1999 $72,500,000 33,000,000 March 31, 2000 $75,000,000 33,000,000 June 30, 2000 $77,500,000 34,000,000 September 30, 2000 $77,500,000 35,000,000 December 31, 2000 $80,000,000 36,000,000 March 31, 2001 $80,000,000 36,000,000 June 30, 2001 $82,500,000 37,000,000 September 30, 2001 $82,500,000 37,000,000 December 31, 2001 $85,000,000 38,000,000 March 31, 2002 $85,000,000 38,000,000 June 30, 2002 $87,500,000 39,000,000 September 30, 2002 $87,500,000 39,000,000 December 31, 2002 $90,000,000 40,000,000 March 31, 2003 $90,000,000 40,000,000 June 30, 2003 $90,000,000 41,000,000 September 30, 2003 $90,000,000 41,000,000 December 31, 2003 $90,000,000 42,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,00042,000,000

Minimum Consolidated EBITDA. The Neither Holdings nor the Borrower --------------------------- will not permit Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending on the last day of any fiscal quarter of the Borrower specified or about a date set forth below to be less than the respective amount set forth opposite such fiscal quarter belowdate: Fiscal Quarter Ended Amount Minimum Consolidated Date EBITDA ---- -------------------- ------ September April 30, 1997 $ 4,700,000 July 31, 1997 $13,000,000 October 31, 1997 $19,500,000 January 31, 1998 $25,500,000 April 30, 1998 $62,500,000 December 26,250,000 July 31, 1998 $65,000,000 March 27,500,000 October 31, 1998 $28,400,000 January 31, 1999 $67,500,000 June 29,250,000 April 30, 1999 $70,000,000 September 30, 1999 $70,000,000 December 29,750,000 July 31, 1999 $72,500,000 March 30,250,000 -77- Minimum Consolidated Date EBITDA ---- -------------------- October 31, 1999 $30,750,000 January 31, 2000 $75,000,000 June 31,500,000 April 30, 2000 $77,500,000 September 30, 2000 $77,500,000 December 32,000,000 July 31, 2000 $80,000,000 March 32,500,000 October 31, 2000 $33,000,000 January 31, 2001 $80,000,000 June 34,000,000 April 30, 2001 $82,500,000 September 30, 2001 $82,500,000 December 34,500,000 July 31, 2001 $85,000,000 March 35,000,000 October 31, 2001 $35,500,000 January 31, 2002 $85,000,000 June 36,000,000 April 30, 2002 $87,500,000 September 30, 2002 $87,500,000 December 31, 2002 $90,000,000 March 31, 2003 $90,000,000 June 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,00036,000,000

Minimum Consolidated EBITDA. The US Borrower will not permit its Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period period of four consecutive fiscal quarters of the US Borrower, as determined for such four-quarter period ending on the last day of any fiscal quarter of the Borrower specified below below, to be less than the respective amount set forth opposite such fiscal quarter below: Fiscal Quarter Ended Amount Minimum Consolidated Ebitda -------------------- ------ September 30, 1998 $62,500,000 December 31, 1998 $65,000,000 March 31, 1999 $67,500,000 June 30, 1999 $70,000,000 September 30, 1999 $70,000,000 --------------------------- December 31, 1999 $72,500,000 75,000,000 March 31, 2000 $75,000,000 90,000,000 June 30, 2000 $77,500,000 90,000,000 September 30, 2000 $77,500,000 105,000,000 December 31, 2000 $80,000,000 105,000,000 March 31, 2001 $80,000,000 115,000,000 June 30, 2001 $82,500,000 115,000,000 September 30, 2001 $82,500,000 125,000,000 December 31, 2001 $85,000,000 125,000,000 March 31, 2002 $85,000,000 125,000,000 June 30, 2002 $87,500,000 125,000,000 September 30, 2002 $87,500,000 125,000,000 December 31, 2002 $90,000,000 125,000,000 March 31, 2003 $90,000,000 125,000,000 June 30, 2003 $90,000,000 125,000,000 September 30, 2003 $90,000,000 125,000,000 December 31, 2003 $90,000,000 125,000,000 March 31, 2004 $90,000,000 125,000,000 June 30, 2004 $90,000,000 125,000,000 September 30, 2004 $90,000,000125,000,000 December 31, 2004 $125,000,000 Fiscal Quarter Ended Minimum Consolidated EBITDA -------------------- --------------------------- March 31, 2005 $125,000,000 June 30, 2005 $125,000,000 Each fiscal quarter thereafter $125,000,000

Minimum Consolidated EBITDA. The US Borrower will not permit its Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending four fiscal quarter period of the US Borrower, determined on the last day of any each fiscal quarter of the Borrower specified below below, to be less than the respective amount set forth opposite such fiscal quarter below: Fiscal Quarter Ended Amount -------------------- ------ September 30, 1998 $62,500,000 December Closest to Minimum Consolidated EBITDA October 31, 1998 $65,000,000 March 60,000,000 January 31, 1999 $67,500,000 June 60,000,000 April 30, 1999 $70,000,000 September 30July 31, 1999 $70,000,000 December October 31, 1999 $72,500,000 March 75,000,000 January 31, 2000 $75,000,000 June April 30, 2000 $77,500,000 September 30, 2000 $77,500,000 December 90,000,000 July 31, 2000 $80,000,000 March 90,000,000 October 31, 2000 $105,000,000 January 31, 2001 $80,000,000 June 103,000,000 April 30, 2001 $82,500,000 September 30, 2001 $82,500,000 December 115,000,000 July 31, 2001 $85,000,000 March 115,000,000 October 31, 2001 $125,000,000 January 31, 2002 $85,000,000 June 125,000,000 April 30, 2002 $87,500,000 September 30, 2002 125,000,000 July 31,2002 $87,500,000 December 125,000,000 October 31, 2002 $90,000,000 March 125,000,000 January 31, 2003 $90,000,000 June 125,000,000 April 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 125,000,000 July 31, 2003 $90,000,000 March 125,000,000 October 31, 2003 $125,000,000 Fiscal Quarter Ended Closest To Ratio January 31, 2004 $90,000,000 June 125,000,000 April 30, 2004 $90,000,000 September 30125,000,000 July 31, 2004 $90,000,000125,000,000 October 31, 2004 $125,000,000 January 31, 2005 $125,000,000 April 30, 2005 $125,000,000 Thereafter $125,000,000

Minimum Consolidated EBITDA. The Borrower will not permit Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending Period, in each case taken as one accounting period, ended on the last day of any a fiscal quarter of the Borrower specified set forth below to be less than the respective amount set forth opposite such fiscal quarter below: Fiscal Quarter Ended Ending Amount -------------------- --------------------- ------ December 31, 1996 $16,510,000 March 31, 1997 $16,520,000 June 30, 1997 $16,520,000 September 30, 1997 $16,520,000 December 31, 1997 $16,520,000 March 31, 1998 $18,180,000 June 30, 1998 $18,180,000 57 64 September 30, 1998 $62,500,000 18,180,000 December 31, 1998 $65,000,000 18,180,000 March 31, 1999 $67,500,000 19,850,000 June 30, 1999 $70,000,000 19,850,000 September 30, 1999 $70,000,000 19,850,000 December 31, 1999 $72,500,000 19,850,000 March 31, 2000 $75,000,000 22,070,000 June 30, 2000 $77,500,000 22,070,000 September 30, 2000 $77,500,000 22,070,000 December 31, 2000 $80,000,000 22,070,000 March 31, 2001 $80,000,000 22,090,000 June 30, 2001 $82,500,000 22,090,000 September 30, 2001 $82,500,000 22,090,000 December 31, 2001 $85,000,000 22,090,000 Notwithstanding anything to the contrary herein, for purposes of determining the minimum Consolidated EBITDA pursuant to this Section 9.09 for the Test Periods ending December 31, 1996, March 31, 2002 $85,000,000 1997, June 30, 2002 $87,500,000 1997 and September 30, 2002 $87,500,000 1997, Consolidated EBITDA for the fiscal quarters ending December 31, 2002 $90,000,000 1995, March 31, 2003 $90,000,000 1996, June 30, 2003 $90,000,000 1996 and September 30, 2003 1996 shall be deemed to be $90,000,000 December 317,162,000, 2003 $90,000,000 March 315,522,000, 2004 $90,000,000 June 307,228,000 and $6,795,000, 2004 $90,000,000 September 30, 2004 $90,000,000respectively.

Minimum Consolidated EBITDA. The Borrower will not permit Permit the Consolidated EBITDA (determined after giving effect to of the proviso to the definition thereof) Borrower for any Test Period period of four consecutive fiscal 87 94 quarters of the Borrower ending on the last day of any fiscal quarter of the Borrower specified dates set forth below to be less than the respective amount set forth opposite such fiscal quarter date below: Fiscal Quarter Ended Date Amount -------------------- ---- ------ June 30, 1997 $38,000,000 September 30, 1997 $38,000,000 December 31, 1997 $38,000,000 March 31, 1998 $38,000,000 June 30, 1998 $38,000,000 September 30, 1998 $62,500,000 39,000,000 December 31, 1998 $65,000,000 39,000,000 March 31, 1999 $67,500,000 42,000,000 June 30, 1999 $70,000,000 42,000,000 September 30, 1999 $70,000,000 44,000,000 December 31, 1999 $72,500,000 44,000,000 March 31, 2000 $75,000,000 48,000,000 June 30, 2000 $77,500,000 48,000,000 September 30, 2000 $77,500,000 50,000,000 December 31, 2000 $80,000,000 50,000,000 March 31, 2001 $80,000,000 53,000,000 June 30, 2001 $82,500,000 53,000,000 September 30, 2001 $82,500,000 55,000,000 December 31, 2001 $85,000,000 55,000,000 March 31, 2002 $85,000,000 57,000,000 June 30, 2002 $87,500,000 57,000,000 September 30, 2002 $87,500,000 60,000,000 December 31, 2002 $90,000,000 60,000,000 March 31, 2003 $90,000,000 63,000,000 June 30, 2003 $90,000,000 63,000,000 September 30, 2003 $90,000,000 66,000,000 December 31, 2003 $90,000,000 66,000,000 March 31, 2004 $90,000,000 70,000,000 June 30, 2004 $90,000,000 70,000,000 September 30, 2004 $90,000,00070,000,000 December 31, 2004 $70,000,000

Minimum Consolidated EBITDA. The Borrower will not permit --------------------------- Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending on the last day of any fiscal quarter of the Borrower specified below to be less than the respective amount set forth opposite such fiscal quarter below: Fiscal Quarter Ended Amount -------------------- ------ September 30, 1998 $62,500,000 December 31, 1998 $65,000,000 March 31, 1999 $67,500,000 June 30, 1999 $70,000,000 September 30, 1999 $70,000,000 December 31, 1999 $72,500,000 March 31, 2000 $75,000,000 June 30, 2000 $77,500,000 September 30, 2000 $77,500,000 December 31, 2000 $80,000,000 March 31, 2001 $80,000,000 June 30, 2001 $82,500,000 September 30, 2001 $82,500,000 December 31, 2001 $85,000,000 -85- March 31, 2002 $85,000,000 June 30, 2002 $87,500,000 September 30, 2002 $87,500,000 December 31, 2002 $90,000,000 March 31, 2003 $90,000,000 June 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,000 December 31, 2004 $90,000,000 March 31, 2005 $90,000,000

Minimum Consolidated EBITDA. The Borrower will not permit its Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period period of four consecutive fiscal quarters (or, if shorter, the period beginning on February 1, 1998 and ending on the last day of any a fiscal quarter of the Borrower specified ended on or after April 30, 1998), in each case taken as one accounting period, ending on a date set forth below to be less than an amount equal to the respective product of (x) the number of video specialty stores operated by the Borrower and its Subsidiaries on such date and (y) the amount set forth opposite such fiscal quarter date below: -83- 91 Fiscal Quarter Ended Amount -------------------- -------------- ------ September April 30, 1998 $62,500,000 December $ 26,500 July 31, 1998 $65,000,000 March $ 56,100 October 31, 1998 $ 86,750 January 31, 1999 $67,500,000 June 124,750 April 30, 1999 $70,000,000 September 30, 1999 $70,000,000 December 130,125 July 31, 1999 $72,500,000 March 135,000 October 31, 1999 $140,000 January 31, 2000 $75,000,000 June 145,000 April 30, 2000 $77,500,000 September 30, 2000 $77,500,000 December 146,750 July 31, 2000 $80,000,000 March 147,000 October 31, 2000 $148,000 January 31, 2001 $80,000,000 June 149,000 April 30, 2001 $82,500,000 September 30, 2001 $82,500,000 December 149,750 July 31, 2001 $85,000,000 March 150,000 October 31, 2001 $151,000 January 31, 2002 $85,000,000 June 152,000 April 30, 2002 $87,500,000 September 30, 2002 $87,500,000 December 152,750 July 31, 2002 $90,000,000 March 153,000 October 31, 2002 $154,000 January 31, 2003 $90,000,000 June 155,000 April 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,000155,750

Minimum Consolidated EBITDA. The Borrower will not permit Consolidated EBITDA (determined after giving effect to the proviso to the definition thereof) for any Test Period ending on the last day of any fiscal quarter of the Borrower specified a Fiscal Quarter set forth below to will not be less than the respective amount set forth opposite such fiscal quarter Fiscal Quarter below: Fiscal Quarter Ended Ending Amount -------------------- ------ September 30, --------------------- ----------- June 1998 $62,500,000 December 31, 61,000,000 September 1998 $65,000,000 62,000,000 December 1998 $63,000,000 March 31, 1999 $67,500,000 64,000,000 June 30, 1999 $70,000,000 65,000,000 September 30, 1999 $70,000,000 65,440,000 December 31, 1999 $72,500,000 66,320,000 March 31, 2000 $75,000,000 67,630,000 June 30, 2000 $77,500,000 69,380,000 September 30, 2000 $77,500,000 70,880,000 December 31, 2000 $80,000,000 72,130,000 March 31, 2001 $80,000,000 73,130,000 June 30, 2001 $82,500,000 73,880,000 September 30, 2001 $82,500,000 74,570,000 December 31, 2001 $85,000,000 75,190,000 March 31, 2002 $85,000,000 75,760,000 June 30, 2002 $87,500,000 76,260,000 September 30, 2002 $87,500,000 76,760,000 December 31, 2002 $90,000,000 77,260,000 March 31, 2003 $90,000,000 77,760,000 June 30, 2003 $90,000,000 78,260,000 September 30, 2003 $90,000,000 78,820,000 December 31, 2003 $90,000,000 79,450,000 March 31, 2004 $90,000,000 80,130,000 June 30, 2004 $90,000,000 80,880,000 September 30, 2004 $90,000,00081,630,000 December 2004 $82,380,000 March 2005 $83,130,000 June 2005 $83,880,000 September 2005 $84,570,000 December 2005 $85,190,000 March 2006 $85,760,000

Minimum Consolidated EBITDA. The Borrower will not permit Permit the Consolidated EBITDA (determined after giving effect to of the proviso to the definition thereof) Borrower for any Test Period period of four consecutive fiscal quarters of the Borrower ending on the last day of any fiscal quarter of the Borrower specified dates set forth below to be less than the respective amount set forth opposite such fiscal quarter date below: Fiscal Quarter Ended Date Amount -------------------- ---- ------ September May 31, 1997 $20,000,000 August 31, 1997 $20,000,000 November 30, 1997 $20,000,000 February 28, 1998 $20,000,000 May 31, 1998 $21,000,000 August 31, 1998 $21,000,000 November 30, 1998 $62,500,000 December 3121,000,000 February 28, 1998 1999 $65,000,000 March 21,000,000 May 31, 1999 $67,500,000 June 22,000,000 August 31, 1999 $22,000,000 November 30, 1999 $70,000,000 September 3022,000,000 February 28, 1999 2000 $70,000,000 December 31, 1999 $72,500,000 March 22,000,000 May 31, 2000 $75,000,000 June 23,000,000 August 31, 2000 $23,000,000 November 30, 2000 $77,500,000 September 3024,000,000 February 28, 2000 2001 $77,500,000 December 31, 2000 $80,000,000 March 24,000,000 May 31, 2001 $80,000,000 June 25,000,000 86 80 August 31, 2001 $25,000,000 November 30, 2001 $82,500,000 September 3025,000,000 February 28, 2001 2002 $82,500,000 December 31, 2001 $85,000,000 March 25,000,000 May 31, 2002 $85,000,000 June 25,000,000 August 31, 2002 $26,000,000 November 30, 2002 $87,500,000 September 30, 2002 $87,500,000 December 31, 2002 $90,000,000 March 3126,000,000 February 28, 2003 $90,000,000 June 30, 2003 $90,000,000 September 30, 2003 $90,000,000 December 31, 2003 $90,000,000 March 31, 2004 $90,000,000 June 30, 2004 $90,000,000 September 30, 2004 $90,000,00026,000,000