Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 – 7): $

Minimum Consolidated EBITDA. The Consolidated EBITDA for the four fiscal quarter period ended September 30, 2014 shall not be less than $83,000,000.

Minimum Consolidated Adjusted EBITDA. Permit the Consolidated Adjusted EBITDA for each six month period of the Parent ending on the last day of each fiscal quarter set forth below to be less than the corresponding amount set forth below:

“Consolidated Adjusted EBITDA” means, for any period and for any Person, the sum of Consolidated EBIT for such period, plus consolidated depreciation and amortization for such period. If, during the period for which Consolidated Adjusted EBITDA of the Company is being calculated, the Company or any Subsidiary has (i) acquired sufficient Capital Stock of a Person to cause such Person to become a Subsidiary; (ii) acquired all or substantially all of the assets or operations, division or line of business of a person; or (iii) disposed of one or more Subsidiaries (or disposed of all or substantially all of the assets or operations, division or line of business of a Subsidiary or other person), Consolidated Adjusted EBITDA shall be calculated after giving pro forma effect thereto as if all of such acquisitions and dispositions had occurred on the first day of such period.

Consolidated foreign, federal and state income tax expenses for Subject Period: $

(i) Consolidated EBITDA for such four-quarter period

For purposes of calculating Consolidated EBITDA for any period, if during such period the Borrower or any Subsidiary shall have consummated any Acquisition or any Asset Disposition of a Subsidiary, a business unit or a line of business and the aggregate consideration paid or received by the Borrower and its Subsidiaries exceeded $25,000,000, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.03(c). Notwithstanding anything to the contrary in this definition or otherwise herein or in any other Loan Document, # Consolidated EBITDA for the four fiscal quarter period ending March 31, 2018 shall be equal to # the Consolidated EBITDA for the fiscal quarter ending December 31, 2017 plus the Consolidated EBITDA for the fiscal quarter ending March 31, 2018, multiplied by # two (2), and (ii) Consolidated EBITDA for the four fiscal quarter period ending June 30, 2018 shall be equal to # the Consolidated EBITDA for the fiscal quarter ending December 31, 2017 plus the Consolidated EBITDA for the fiscal quarter ending March 31, 2018 plus the Consolidated EBITDA for the fiscal quarter ending June 30, 2018, divided by # three (3) and multiplied by # four (4).

After March 31, 2018, but on or prior to June 30, 2018, the Consolidated Total Funded Debt to Consolidated EBITDA Ratio shall at no time exceed 3.25 to 1.00.

Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):

Limitations Based on Consolidated Total Assets or Consolidated EBITDA. For purposes of determining compliance with Article VII with respect to any amount of Indebtedness, Investments or other limitations that are determined on the basis of a percentage of Consolidated Total Assets or Consolidated EBITDA, # such requirement shall be measured on a Pro Forma Basis (but excluding the action for which such basket is then being measured) for the four quarter period most recently then ended for which financial statements have been delivered pursuant to [Section 6.01(a) or (b)] of this Agreement at the time that such Indebtedness, Investment or other applicable transaction was incurred, and # no Default or Event of Default shall be deemed to have occurred solely as a result of changes in Consolidated Total Assets or Consolidated EBITDA after the time such Indebtedness, Investment or other transaction is consummated.