Common use of Minimum Consolidated Net Worth Clause in Contracts

Minimum Consolidated Net Worth. The Company will not, at any time, permit Consolidated Net Worth to be less than the sum of (a) $500,000,000, plus (b) an aggregate amount equal to 25% of its Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ended December 31, 2003. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, not permit Consolidated Net Worth at any time to be less than the sum of (ai) $500,000,000, plus 550,000,000 and (bii) an aggregate amount equal to 25% of its Consolidated Net Income (butthe consolidated net income of the Company for all fiscal quarters ending on or after December 31, 1994 in each case, only if which consolidated net income is a positive number) for each completed fiscal year beginning with the fiscal year ended December 31, 2003. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, shall not permit Consolidated Net Worth at any time to be less than the sum of (a) $500,000,000, 350,000,000 plus (b) an aggregate amount equal to 2550% of its positive Consolidated Net Income Earnings (but, in each case, only if a positive numberany) for each completed fiscal year beginning with the fiscal year ended after December 31, 2003. Section 1. 9. Subparagraph (g) of Section 10.5 1998 and, if financial statements therefor have been delivered pursuant to subsection 6.1(b), for the completed portion of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:then-current fiscal year.

Minimum Consolidated Net Worth. The Company will Borrower shall not, at as of any timefiscal quarter end, permit the Consolidated Net Worth to be less than the sum of (ai) $500,000,00055,000,000, plus (bii) an aggregate amount equal to 2550% of its Consolidated Net Income the consolidated net income (but, but not loss) of the Borrower and the Subsidiaries determined in each case, only if a positive number) accordance with GAAP for each completed fiscal year beginning with quarter ending after the fiscal year ended December 31, 2003. Section 1. 9. Subparagraph Closing Date plus (giii) of Section 10.5 75% of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:aggregate net cash proceeds of each issuance of Equity Interests by the Borrower or any Subsidiary after the Closing Date.

Minimum Consolidated Net Worth. The Company will not, at any time, not permit its Consolidated Net Worth at any time to be less than the sum of (a) $500,000,000, 485,940,000 plus (b) an aggregate amount equal to 2550% of its Consolidated Net Income Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ended December 31ending September 30, 20032009. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, not permit its Consolidated Net Worth at any time to be less than the sum of (a) $500,000,000, 425,000,000 plus (b) an aggregate amount equal to 2550% of its Consolidated Net Income Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ended December 31ending September 30, 20032008. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, permit Permit the Consolidated Net Worth to be less than the sum of a minimum amount equal to: (ai) $500,000,00053,000,000, plus (bii) an aggregate on a fiscal quarter basis beginning with the quarter ending March 31, 1999, a cumulative amount equal to 2575% of its Consolidated Net Income Income, or minus 100% of Consolidated Net Losses, plus (but, in each case, only if a positive numberiii) for each completed fiscal year beginning with 100% of the fiscal year ended net proceeds of any Equity Proceeds raised subsequent to December 31, 20031998. 3. The following text shall be inserted into the Credit Agreement as Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:7.1(e):

Minimum Consolidated Net Worth. The Company will not, at any time, not permit Consolidated Net Worth to be less less, at any date, than the sum of (ai) $500,000,0001,600,000,000, plus (bii) an aggregate amount equal to 2550% of its Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with quarter of the fiscal year ended Company that shall have begun after December 31, 2003. Section 1. 9. Subparagraph 1999 (gexcluding any fiscal quarter for which Consolidated Net Income is negative), and (iii) of Section 10.5 50% of the Note Purchase Agreements amount by which Consolidated Net Worth is hereby amended and restated to read in its entirety increased after the date hereof as set forth below:a result of issuances of equity securities by the Company.

Minimum Consolidated Net Worth. The Company will not, at any time, not permit its Consolidated Net Worth at any time to be less than the sum of (a) $500,000,000, 800,000,000 plus (b) an aggregate amount equal to 2550% of its Consolidated Net Income Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ended December 31ending September 30, 20032013.” (e) Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:10.8 –

Minimum Consolidated Net Worth. The Company will not, at any time, not ------------------------------- permit Consolidated Net Worth to be less less, at any date, than the sum of (ai) $500,000,0001,600,000,000, plus (bii) an aggregate amount equal to 2550% of its Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with quarter of the fiscal year ended Company that shall have begun after December 31, 2003. Section 1. 9. Subparagraph 1999 (gexcluding any fiscal quarter for which Consolidated Net Income is negative), and (iii) of Section 10.5 50% of the Note Purchase Agreements amount by which Consolidated Net Worth is hereby amended and restated to read in its entirety increased after the date hereof as set forth below:a result of issuances of equity securities by the Company.

Minimum Consolidated Net Worth. The Company Lessee Guarantor will not, at any time, permit Consolidated Net Worth to be less than the sum of (a) $500,000,000899,996,000, plus (b) an aggregate amount equal to 2550% of its Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ended December ending after March 31, 2003. Section 1. 9. Subparagraph 2003 and (gc) of Section 10.5 an amount equal to 50% of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:Net Proceeds of Equity Issuances after the Documentation Date.

Minimum Consolidated Net Worth. The Company will not, at any time, permit Consolidated Net Worth to be less than the sum of (a) $500,000,000, 170,000,000 plus (b) an aggregate amount equal to 25% of its Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ended ending December 31, 20031996." 2. The definition of "Restricted Investments" contained in Section 1. 9. Subparagraph (g) of Section 10.5 8 of the Note Purchase Agreements Agreement is hereby amended deleted and restated to read in its entirety as set forth belowreplaced with the following:

Minimum Consolidated Net Worth. The Company will not, at any time, permit Consolidated Net Worth to be less than the sum of (a) $500,000,000692,084,000, plus (b) an aggregate amount equal to 2550% of its aggregate Consolidated Net Income (but, in each case, but only if a positive number) for each completed fiscal year beginning with the fiscal year ended December 31, 2003. Section 1. 9. Subparagraph (g) of Section 10.5 quarter of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:Company at such time ending on or after September 30, 2011.

Minimum Consolidated Net Worth. The Company will not, at any time, permit Consolidated Net Worth to shall at no time be less than the sum of (ai) $500,000,000135,000,000 plus (ii) 50% of cumulative Consolidated Net Income for each fiscal quarter beginning after March 31, 2001 for which the Company shall have delivered financial statements pursuant to Section 5.01(a) or (b), but excluding any such fiscal quarter for which Consolidated Net Income is negative, plus (biii) an aggregate amount equal to 2550% of its Consolidated Net Income (but, the increase in each case, only if a positive number) for each completed fiscal year beginning with consolidated stockholders’ equity of the fiscal year ended December Company from any Equity Issuances by the Company after March 31, 20032001. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, Not permit the Consolidated Net Worth of the Company as of the last day of any Computation Period to be less than the sum of (ai) $500,000,00011,459,936 (Consolidated Net Worth as of December 31, 1999), plus (bii) an aggregate amount equal to 2550% of its the cumulative positive Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ended December 31, 2003Income. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, not permit Consolidated Net Worth at any time to be less than the sum of (ai) $500,000,000, plus 82,000,000 and (bii) an aggregate amount equal to 2550% of its the Consolidated Net Income (butearned for each fiscal quarter beginning with the quarter ending March 31, in each case2001, only if to the extent such Consolidated Net Income for such quarter is a positive number) for each completed fiscal year beginning with the fiscal year ended December 31, 2003. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, not ------------------------------ permit Consolidated Net Worth to be less less, at any date, than the sum of (ai) $500,000,0001,600,000,000, plus (bii) an aggregate amount equal to 2550% of its Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with quarter of the fiscal year ended Company that shall have begun after December 31, 2003. Section 1. 9. Subparagraph 1999 (gexcluding any fiscal quarter for which Consolidated Net Income is negative), and (iii) of Section 10.5 50% of the Note Purchase Agreements amount by which Consolidated Net Worth is hereby amended and restated to read in its entirety increased after the date hereof as set forth below:a result of issuances of equity securities by the Company.

Minimum Consolidated Net Worth. The Company will not, at any time, permit Consolidated Net Worth to be less than the sum of (a) $500,000,000403,223,000, plus (b) an aggregate amount equal to 2550% of its aggregate Consolidated Net Income (but, in each case, but only if a positive number) for each completed fiscal year beginning with the fiscal year ended December 31, 2003. Section 1. 9. Subparagraph (g) of Section 10.5 quarter of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:Company at such time ending on or after September 30, 2005.

Minimum Consolidated Net Worth. The Company will not, at any time, permit Consolidated Net Worth to be less than the sum of (a) $500,000,000766,816,000, plus (b) an aggregate amount equal to 2550% of its aggregate Consolidated Net Income (but, in each case, but only if a positive number) for each completed fiscal year beginning with quarter of the fiscal year ended Company at such time ending on or after December 31, 20032012. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, shall not permit its Consolidated Net Worth at any time to be less than the sum of (a) $500,000,000, 950,000,000 plus (b) an aggregate amount equal to 25% fifty percent (50%) of its Consolidated Net Income (butif positive) calculated separately (x) on December 31, in each case1999 for the two fiscal quarter period ending on December 31, only if a positive number1999 and (y) for each completed fiscal year beginning thereafter commencing with the fiscal year ended ending on December 31, 20032000. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, permit Consolidated Net Worth to be less than the sum of (a) $500,000,000, 140,000,000 plus (b) an aggregate amount equal to 2550% of its Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ended ending after December 3126, 20031998. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:"

Minimum Consolidated Net Worth. The Company will not, at any time, not permit Consolidated Net Worth at any time to be less than the sum of (ai) $500,000,000, plus 250,000,000 and (bii) an aggregate amount equal to 25% of its Consolidated Net Income (butthe consolidated net income of the Company for all fiscal quarters ending on or after December 31, 1990 in each case, only if which consolidated net income is a positive number) for each completed fiscal year beginning with the fiscal year ended December 31, 2003." E. The definitions of "Cash Flow" and "Consolidated Net Worth" set forth in Section 1. 9. Subparagraph (g) of Section 10.5 11B of the Note Purchase Agreements is Agreement are each hereby amended and restated to read in its entirety their entireties as set forth belowfollows:

Minimum Consolidated Net Worth. The Company will not, at any time, shall not permit its Consolidated Net Worth at any time to be less than the sum of (a) $500,000,000, 950,000,000 plus (b) an aggregate amount equal to 25% fifty percent (50%) of its Consolidated Net Income (butif positive) calculated separately (x) on December 31, in each case1999 for the two fiscal quarter 109 period ending on December 31, only if a positive number1999 and (y) for each completed fiscal year beginning thereafter commencing with the fiscal year ended ending on December 31, 20032000. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, not permit Consolidated Net Worth at any time to be less than the sum of (ai) $500,000,000, plus 250,000,000 and (bii) an aggregate amount equal to 25% of its Consolidated Net Income (butthe consolidated net income of the Company for all fiscal quarters ending on or after December 31, 1990 in each case, only if which consolidated net income is a positive number) for each completed fiscal year beginning with the fiscal year ended December 31, 2003. Section 1. 9. Subparagraph (g) of Section 10.5 of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:

Minimum Consolidated Net Worth. The Company will not, at any time, not permit Consolidated Net Worth to be less less, at any date, than the sum of (ai) $500,000,0001,600,000,000, plus (bii) an aggregate amount equal to 2550% of its Consolidated Net Income (but, in each case, only if a positive number) for each completed fiscal year beginning with quarter of the fiscal year ended Company that shall have begun after December 31, 2003. Section 1. 9. Subparagraph 1999 (gexcluding any fiscal quarter for which Consolidated Net Income is negative), and (iii) of Section 10.5 50% of the Note Purchase Agreements amount by which Consolidated Net Worth is hereby amended and restated to read in its entirety increased after December 31, 1999 as set forth below:a result of issuances of equity securities by the Company.

Minimum Consolidated Net Worth. The Company will not, at any time, not permit Consolidated Net Worth to be at any time less than (a) the sum of (ai) $500,000,000, 550,000,000 plus (bii) an aggregate amount equal to 25% of its Consolidated Net Income (but, in each case, but only if a positive number) for each the period beginning on January 1, 1999 and ending at the end of the then most recently completed fiscal year beginning with the fiscal year ended December 31, 2003. Section 1. 9. Subparagraph (g) of Section 10.5 quarter of the Note Purchase Agreements is hereby amended and restated to read in its entirety as set forth below:Company, minus (b) the amount of Trust Tax Benefits for such period.