ELEMENT K CORP
S-1/A, EX-23.1, 2000-08-15
BUSINESS SERVICES, NEC
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       determining the Reference Leverage Ratio, Consolidated Net Income shall
       exclude the income (or loss) of such transferred assets (or transferred
       Subsidiary) accrued during such period prior to the date of such
       disposition. In making the computations contemplated by the foregoing
       proviso, the Company may make appropriate pro forma adjustments to
       reflect cost savings and other transaction-related items so long as all
       such adjustments are reasonably acceptable to the Agent.

           Period                          Ratio
           ------                          -----
           Initial Closing Date through September 29, 2000.................5.00x

           September 30, 2000 through December 30, 2000....................4.50x

           December 31, 2000 through June 29, 2001.........................4.00x

           June 30, 2001 through December 30, 2001.........................3 50x

           December 31, 2001 through December 30, 2002.....................3.00x

           December 31, 2002 through December 30, 2003.....................2.50x

           After December 30, 2003.........................................2.00x

              6.5.2  Consolidated EBITDA to Consolidated Interest Expense. For
       each period of four consecutive fiscal quarters of the Company, the ratio
       of Consolidated EBITDA to Total Interest Expense shall equal or exceed
       the ratio set forth in the table below.

           Period                          Ratio
           ------                          -----

           Initial Closing Date through December 30, 2000..................1.75x

           December 31, 2000 through September 29, 2001....................2.00x

           September 30, 2001 through September 29, 2002...................2.25x

           After September 29, 2002........................................2.50x

              6.5.3  Consolidated EBITDA to Consolidated Fixed Charges. For each
       period of four consecutive fiscal quarters of the Company, Consolidated

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