Credit agreement

Maintain, as at the last day of each fiscal quarter of the Company, a Leverage Ratio of not greater than 4.50 to 1.00; provided that the Company may, by written notice from a senior officer of the Company to the Administrative Agent indicating that the Company expects to consummate a Material Acquisition, temporarily increase this limitation to 5.50 to 1.00 for any fiscal quarter ending during the four fiscal quarter period beginning with the fiscal quarter in which such Material Acquisition is consummated, and, thereafter, the Company may, at its sole election by written notice from a senior officer of the Company to the Administrative Agent, terminate the application of any such increase for any fiscal quarter ending prior to the end of such four fiscal quarter period; provided further that in no event may the maximum Leverage Ratio be increased as described above for more than four consecutive fiscal quarters in any five consecutive fiscal quarter period.