SECTION # Consolidated Fixed Charge Coverage Ratio

Section # Minimum Consolidated Fixed Charge Coverage Ratio 119117

the Consolidated Fixed Charge Coverage Ratio would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction or the ratio of Indebtedness of Holdings and the Restricted Subsidiaries to Consolidated Tangible Net Worth of Holdings would be equal to or less than the ratio immediately prior to such transaction.

"Consolidated Fixed Charge Coverage Ratio" means the ratio, determined on a Consolidated basis for the Company and its Domestic Subsidiaries for the most recent Measurement Period, of # Consolidated EBITDA minus Consolidated Capital Expenditures to # Consolidated Fixed Charges.

“repayment” has the meaning specified in the definition of “Consolidated Fixed Charge Coverage Ratio”.

Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Company to be less than 3:25 to 1:00.

§9.2 Minimum Fixed Charge Coverage Ratio. The Fixed Charge Ratio shall not be less than 1.50 to 1.0.

Amended Definitions. The definitions of "Consolidated", "Consolidated Capital Expenditures", "Consolidated EBITDA", "Consolidated Fixed Charge Coverage Ratio", "Consolidated Fixed Charges", "Consolidated Interest Charges" and "Consolidated Net Income" set forth in [Section 1.01] of the Credit Agreement are hereby amended in their entirety and restated as follows:

“Calculation Date” shall mean the date on which the event for which the calculation of the Fixed Charge Coverage Ratio or the Consolidated Secured Leverage Ratio, as applicable, shall occur.

Section #2Fixed Charge Coverage Ratio. Borrower shall not permit, as of the last day of any fiscal quarter of Borrower for the four fiscal quarter period then ending, the Fixed Charge Coverage Ratio for Borrower and its Subsidiaries on a consolidated basis to be less than 1.20 to 1.00.