Common use of Applicable Margin Clause in Contracts

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with With respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2any Advance, the Applicable Margin shall be as set forth in a certificate of the highest chief financial officer of the Borrower delivered to the Administrative Agent based upon the Applicable Margin set forth above until Ratio for the delivery most recent fiscal quarter end for which financial statements are furnished by the Borrower to the Administrative Agent and each Bank for the fiscal quarter most recently ended as follows: Applicable Margin Ratio Base Rate Advance LIBOR Advance Applicable Margin Applicable Margin A. Greater than or equal 1.250% 2.500% to 5.50:1 B. Greater than or equal 1.125% 2.375% to 5.00:1, but less than 5.50:1 C. Greater than or equal 0.875% 2.125% to 4.50:1, but less than 5.00:1 D. Greater than or equal 0.625% 1.875% to 4.00:1, but less than 4.50:1 E. Less than 4.00:1 0.250% 1.500% Changes to the Applicable Margin shall be effective (i) with respect to an increase in the Applicable Margin, as of the second (2nd) Business Day after the day on which the financial statements are required to be delivered to the Administrative Agent and the Banks pursuant to Section 6.1 or Section 6.2 hereof, as the case may be; provided, however, if such financial statements are not delivered to the Administrative Agent and certificatethe Banks on or before the date specified in such Section, such increase shall be effective as of the date specified in such Section for delivery of the financial statements, and (ii) with respect to a decrease in the Applicable Margin, as of the later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or Section 6.2 hereof, as the case may be, and (B) the date on which such financial statements are actually delivered to the Administrative Agent and the Banks. Upon the occurrence and during the continuance of an Event of Default, the Applicable Margins shall not be subject to downward adjustment and shall automatically revert to the Applicable Margins set forth in part A of the above table until such time as such Event of Default is cured or waived.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Level Leverage Ratio Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- Rate 1 Greater than 2.5 0.50 to 1.00 0.00% 1.250.600% 2 Greater than 2.0 0.40 to 1.00 0.00% 1.000.475% but less than or equal to 2.5 0.50 to 1.00 3 Greater than 1.5 0.30 to 1.00 0.00% 0.750.350% but less than or equal to 2.0 0.40 to 1.00 4 Less than or equal to 1.5 0.30 0.00% 0.275% to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.27.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Total Debt Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as followsin accordance with the following chart: Total Debt Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate + LIBOR Rate ----- --------------------- --------- ---------- 1 Greater + -------------- ----------- ------------ Less than 2.5 2.00 to 1.00 0.00% 1.250.875% 2 Greater than 2.0 or equal to 2.00 to 1.00 and less than 2.50 to 1.00 0.00% 1.001.125% but less Greater than or equal to 2.5 2.50 to 1.00 3 Greater and less than 1.5 3.00 to 1.00 0.00% 0.751.375% but less Greater than or equal to 2.0 3.00 to 1.00 4 Less and less than 3.50 to 1.00 0.125% 1.625% Greater than or equal to 1.5 3.50 to 1.00 0.000.250% 0.501.750% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth fifth (10th5th) day (or, if not a Business Day after Day, on the next succeeding Business Day) following receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries pursuant to Sections 7.1(a) and 7.1(b) and the accompanying Officer's Compliance Certificate (such date, the "Adjustment Date"), setting forth the Senior Total Debt Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end; provided that no adjustment shall be made to decrease the Applicable Margin at any time that a Default or Event of Default has occurred and is continuing. Subject to Section 4.1(d), in In the event the Borrower fails to deliver such financial statements and certificate the accompanying Officer's Compliance Certificate within the time required by Section 7.2Sections 7.1 and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the Adjustment Date following delivery of such financial statements and certificatethe accompanying Officer's Compliance Certificate.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d5.2(d)(iv) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Unencumbered Asset Coverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Unencumbered Asset Coverage Ratio Base Rate + LIBOR Rate ----- --------------------- --------- ---------- 1 Greater + --------------------------------- ------------------------------------------- Equal to or greater than 2.5 6.67 to 1.00 0.000.000% 1.250.90% 2 Greater Equal to or greater than 2.0 3.33 to 1.00 0.000.000% 1.001.20% but less than or equal to 2.5 6.67 to 1.00 3 Greater Less than 1.5 3.33 to 1.00 0.000.000% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.501.60% Adjustments, if any, in the Applicable Margin as determined herein shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower Borrowers and its their Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Unencumbered Asset Coverage Ratio of the Borrower Borrowers and its their Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails Borrowers fail to deliver such financial statements and certificate within the time required by Section 7.27.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a----------------- 3.1 (a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d4.2(d)(iv) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate + LIBOR Rate ----- --------------------- --------- ---------- 1 Greater + -------------- ------------------------------- greater than 2.5 to 1.00 3.00x 0.00% 1.25.750% 2 Greater greater than 2.0 to 1.00 0.00% 1.00% but 2.50 less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 3.00x 0.00% 0.75.625% but greater than 2.00 less than or equal to 2.0 to 1.00 4 Less 2.50x 0.00% .500% less than or equal to 1.5 to 1.00 2.00x 0.00% 0.50.425% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth fifth (10th5th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Designated Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Designated Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d3.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.26.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. The With respect to any Advance, the Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages be as set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to table set forth below based upon the Senior Total Leverage Ratio as of the end of the most recently completed fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 Borrower. Changes to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by effective (i) with respect to an increase in the Administrative Agent on Applicable Margin, as of the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent of quarterly and the Lenders pursuant to Section 6.1 or 6.2 hereof, as the case may be; provided, however, that if such financial statements for are not delivered to the Borrower and its Subsidiaries Administrative Agent and the accompanying Officer's Compliance Certificate setting forth Lenders on or before the Senior Leverage Ratio of the Borrower and its Subsidiaries date specified in such Section, such increase shall be effective as of the most recent fiscal quarter end. Subject date specified in such Section for delivery of the financial statements; and (ii) with respect to Section 4.1(d), a decrease in the event Applicable Margin, as of the Borrower fails to deliver later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be, and certificate within (B) the time required by Section 7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of date on which such financial statements are actually delivered to the Administrative Agent and certificate.the Lenders. the Applicable the Applicable If the Total Margin for Base Margin for LIBOR Leverage Ratio is: then Rate Advances shall be and Advances shall be ------------------ ---------------------- ----------------- Greater than or equal to 6.50:1 0.500% 1.500% Greater than or equal to 6.00:1, but 0.250% 1.250% less than 6.50:1 Greater than or equal to 5.50:1, but 0.125% 1.125% less than 6.00:1 Greater than or equal to 5.00:1, but 0.000% 0.875% less than 5.50:1 Greater than or equal to 4.50:1, but 0.000% 0.750% less than 5.00:1 Less than 4.50:1 0.000% 0.625%

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with With respect to any Advance, the Loans (the "Applicable Margin") ----------------- Margin shall (i) on the Closing Date equal the percentages be as set forth in a certificate of the certificate chief financial officer of the Borrowers delivered pursuant to Section 5.2(d) and (ii) the Administrative Agent based upon the Applicable Margin Ratio for each the most recent fiscal quarter thereafter be determined end for which financial statements are furnished by reference the Borrowers to the Senior Leverage Ratio as of the end of Administrative Agent and each Bank for the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate most recently ended as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Advance ----------------------- Advance Applicable Applicable Margin Margin ------ ------ A. Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 6.00:1 1.250% 2.250% B. Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less 5.50:1, but less than 6.00: 1 1.000% 2.000% C. Greater than or equal to 1.5 5.00:1, but less than 5.50:1 0.750% 1.750% D. Greater than or equal to 1.00 0.004.50:1, but less than 5.00:1 0.500% 0.501.500% AdjustmentsE. Greater than or equal to 4.00:1, if anybut less than 4.50:1 0.250% 1.250% F. Greater than or equal to 3.50: 1, in but less than 4.00:1 0.000% 1.000% G. Less than 3.50:1 0.000% 0.750% Notwithstanding the foregoing, for the period from the Agreement Date through and including December 31, 1998, the Base Rate Advance Applicable Margin shall not be less than one percent (1.000%) and the LIBOR Advance Applicable Margin shall not be less than 2.000%. Changes to the Applicable Margin shall be made by effective (i) with respect to an increase in the Administrative Agent on Applicable Margin, as of the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent and the Banks pursuant to Section 6.1 or 6.2 hereof, as the case may be; provided, however, that if such -------- ------- financial statements are not delivered to the Administrative Agent and the Banks on or before the date specified in such Section, such increase shall be effective as of quarterly the date specified in such Section for delivery of the financial statements, and (ii) with respect to a decrease in the Applicable Margin, as of the later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be, and (B) the date on which such financial statements are actually delivered to the Administrative Agent and the Banks. Subject to the second sentence of this Section 2.3(f), the Applicable Margin on the Agreement Date shall be based on the financial statements for the Borrower and its Subsidiaries Borrowers with respect to March 31, 1998 and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries Debt as of the most recent fiscal quarter endAgreement Date. Subject to Section 4.1(d), in Upon the event occurrence and during the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2continuance of an Event of Default, the Applicable Margin Margins shall not be subject to downward adjustment and shall automatically revert to the highest Applicable Margin Margins set forth in part A of the above table until the delivery such time as such Event of such financial statements and certificateDefault is cured or waived.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date and for the fiscal quarters ending March 31, 1999 and June 30, 1999 equal the percentages set forth in the certificate delivered pursuant 1.00% with respect to Section 5.2(d) Base Rate Loans and Swingline Loans and 2.25% with respect to LIBOR Rate Loans and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Leverage Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate + LIBOR Rate + ----- --------------------- --------- ---------- ----- --------------------------- 1 Greater than 2.5 3.00 to 1.00 0.00but Less than or equal to 3.50 to 1.00 1.25% 1.252.50% 2 Greater than 2.0 2.50 to 1.00 0.00% 1.00% but less Less than or equal to 2.5 3.00 to 1.00 1.00% 2.25% 3 Greater than 1.5 2.00 to 1.00 0.00% 0.75% but less Less than or equal to 2.0 2.50 to 1.00 0.75% 2.00% 4 Less than or equal to 1.5 2.00 to 1.00 0.000.50% 0.501.75% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower Borrowers and its their Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower Borrowers and its their Subsidiaries as of the most recent fiscal quarter end. Subject In addition to any increase, if any, in the interest rate purusant to Section 4.1(d5.1(d), in the event the Borrower fails Borrowers fail to deliver such financial statements and certificate within the time required by Section 7.2Sections 8.1 and 8.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Libor Rate Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) 5.2(e)(ii); and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Leverage Applicable Ratio Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 ------ Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 2.00 to 1.00 3 Greater 1.50% Less than 1.5 2.00 to 1.00 0.00but greater 1.375% 0.75% but less than or equal to 2.0 1.50 to 1.00 4 Less than 1.50 to 1.00 but greater 1.250% than or equal to 1.5 1.00 to 1.00 0.00% 0.50Less than 1.00 to 1.00 1.125% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth fifth (10th5th) Business Day after receipt by the Administrative Agent of quarterly the financial statements required pursuant to Section 7.1 or 7.2, as the case may be, for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2Sections 7.1 and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery fifth (5th) Business Day after receipt by the Administrative Agent of such financial statements and certificate. Notwithstanding any of the foregoing to the contrary, the Applicable Margin shall be recalculated and adjusted by the Administrative Agent on the fifth (5th) Business Day following the date of any withdrawal by the Borrower of funds from the Investment Account permitted by the Pledge Agreement.

Applicable Margin. The With respect to any Advance, the ----------------- Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages be as set forth in a certificate of the certificate chief financial officer of the Borrowers delivered pursuant to Section 5.2(d) and (ii) the Administrative Agent based upon the Applicable Margin Ratio for each the most recent fiscal quarter thereafter be determined end for which financial statements are furnished by reference the Borrowers to the Senior Leverage Ratio as of the end of Administrative Agent and each Bank for the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate most recently ended as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Advance ----------------------- Advance Applicable Applicable Margin Margin ------ ------ A. Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 6.00:1 1.250% 2.250% B. Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less 5.50:1, but less than 6.00: 1 1.000% 2.000% C. Greater than or equal to 1.5 5.00:1, but less than 5.50:1 0.750% 1.750% D. Greater than or equal to 1.00 0.004.50:1, but less than 5.00:1 0.500% 0.501.500% AdjustmentsE. Greater than or equal to 4.00:1, if anybut less than 4.50:1 0.250% 1.250% F. Greater than or equal to 3.50: 1, in but less than 4.00:1 0.000% 1.000% G. Less than 3.50:1 0.000% 0.750% Notwithstanding the foregoing, for the period from the Agreement Date through and including December 31, 1998, the Base Rate Advance Applicable Margin shall not be less than one percent (1.000%) and the LIBOR Advance Applicable Margin shall not be less than 2.000%. Changes to the Applicable Margin shall be made by effective (i) with respect to an increase in the Administrative Agent on Applicable Margin, as of the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent and the Banks pursuant to Section 6.1 or 6.2 hereof, as the case may be; provided, however, that if such -------- ------- financial statements are not delivered to the Administrative Agent and the Banks on or before the date specified in such Section, such increase shall be effective as of quarterly the date specified in such Section for delivery of the financial statements, and (ii) with respect to a decrease in the Applicable Margin, as of the later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be, and (B) the date on which such financial statements are actually delivered to the Administrative Agent and the Banks. Subject to the second sentence of this Section 2.3(f), the Applicable Margin on the Agreement Date shall be based on the financial statements for the Borrower and its Subsidiaries Borrowers with respect to March 31, 1998 and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries Debt as of the most recent fiscal quarter endAgreement Date. Subject to Section 4.1(d), in Upon the event occurrence and during the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2continuance of an Event of Default, the Applicable Margin Margins shall not be subject to downward adjustment and shall automatically revert to the highest Applicable Margin Margins set forth in part A of the above table until the delivery such time as such Event of such financial statements and certificateDefault is cured or waived.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on With respect to any Loans outstanding under the Closing Date equal Facility A Commitment or Facility B Commitment, the percentages Applicable Margin shall be as set forth in the certificate delivered pursuant table set forth below based upon the ratio of Total Debt to Section 5.2(d) and (ii) for each fiscal quarter thereafter be Annualized Operating Cash Flow determined by reference to the Senior Leverage Ratio as of the end of the most recently completed fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: quarter. Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio for Base Rate Applicable Margin for Ratio of Total Debt to Annualized Operating Cash Flow Advances LIBOR Rate ----- --------------------- --------- ---------- 1 Advances ----------------------------------------------------- -------- -------------- A. Greater than 2.5 to 1.00 0.005.00:1 0.500% 1.251.500% 2 B. Greater than 2.0 to 1.00 0.00% 1.00% 4.50:1, but less than or equal to 2.5 to 1.00 3 5.00:1 0.375% 1.375% C. Greater than 1.5 to 1.00 0.00% 0.75% 4.00:1, but less than or equal to 2.0 4.50:1 0.000% 1.000% D. Greater than 3.50:1, but less than or equal to 1.00 4 4.00:1 0.000% 0.750% E. Less than or equal to 1.5 3.50:1 0.000% 0.625% Changes to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by effective (1) with respect to an increase in the Administrative Agent on Applicable Margin, as of the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent of quarterly and the Lenders pursuant to Section 6.1 or Section 6.2 hereof, as the case may be; provided, however, that if such financial statements for are not delivered to the Borrower and its Subsidiaries Administrative Agent and the accompanying Officer's Compliance Certificate setting forth Lenders on or before the Senior Leverage Ratio of the Borrower and its Subsidiaries date specified in such Section, such increase shall be effective as of the most recent fiscal quarter end. Subject date specified in such Section for delivery of the financial statements, and (2) with respect to Section 4.1(d), a decrease in the event Applicable Margin, as of the Borrower fails to deliver later of (A) the second (2nd) Business Day after the day on which such financial statements are required to be delivered pursuant to Section 6.1 or Section 6.2 hereof, as the case may be, and certificate within (B) the time required by Section 7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of date on which such financial statements are actually delivered to the Administrative Agent and certificatethe Lenders.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with With respect to any Advance, the Loans (the "Applicable Margin") ----------------- Margin shall (i) on the Closing Date equal the percentages be as set forth in the a certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end chief financial officer of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 Borrower delivered to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on based upon the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of for the most recent fiscal quarter end. Subject , effective as of the fifth (5th) Business Day after the financial statements referred to in Section 6.1, or Section 6.2 hereof, as the case may be, are required to be furnished by the Borrower to the Administrative Agent and each Bank for the fiscal quarter most recently ended, expressed as a per annum rate of interest as follows: Leverage Ratio Base Rate Advance LIBOR Advance ------------------------ Applicable Margin Applicable Margin ------------------ ------------------ 6.50:1 or greater 0.750% 1.750% 6.00:1 or greater, but 0.500% 1.500% less than 6.50:1 5.50:1 or greater, but 0.250% 1.250% less than 6.00:1 5.00:1 or greater, but 0.000% 1.000% less than 5.50:1 4.50:1 or greater, but 0.000% 0.875% less than 5.00:1 Less than 4.50:1 0.000% 0.750% The Borrower may, at its option, provide financial statements for any quarter ending December 31 (which financial statements shall be prepared in accordance with the standards governing financial statements required to be delivered pursuant to Section 4.1(d)6.1 hereof) for purposes of determining the Applicable Margin, which financial statements may be used for purposes of this Section in lieu of financial statements required by Section 6.2 hereof. In the event that the Borrower fails to deliver timely provide the financial statements referred to above in accordance with the terms of Section 6.1 or 6.2 hereof, as applicable, and without prejudice to any additional rights under Section 8.2 hereof, any increase in the Applicable Margin due to any increase in the Leverage Ratio as reflected in such financial statements and certificate within shall be effective retroactively as of the time required by Section 7.2fifth (5th) Business Day after the date on which such financial statements were due, but any decrease in the Applicable Margin due to any decrease in the Leverage Ratio shall be effective as of the highest Applicable Margin set forth above until the delivery of fifth (5th) Business Day after such financial statements and certificateare delivered.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on With respect to any Advance under the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) Revolving Loan Commitment and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% AdjustmentsTerm A Loans, if any, in the Applicable Margin shall be made as of any calculation date the interest rate margin determined by the Administrative Agent on based upon the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of determined for the most recent fiscal quarter end. Subject , to be adjusted from time to time effective as of the second Business Day after the financial statements referred to in Section 4.1(d)6.1 hereof are required to be furnished by the Borrower to the Administrative Agent and each Lender for the fiscal quarter most recently ended, in expressed as a per annum rate of interest as follows: Base Rate Eurodollar Advance Advance Applicable Applicable Leverage Ratio Margin Margin -------------- ---------- ---------- Greater than 7.50 1.250% 2.250% Greater than 7.00 but less 1.000% 2.000% than or equal to 7.50 Greater than 6.00 but less 0.875% 1.875% than or equal to 7.00 Greater than 5.00 but less 0.750% 1.750% than or equal to 6.00 Greater than 4.00 but less 0.500% 1.500% than or equal to 5.00 Less than or equal to 4.00 0.125% 1.125% In the event that the Borrower fails to deliver such timely provide (i) the financial statements referred to above in accordance with the terms of Section 6.1 hereof or (ii) the Performance Certificate referred to in Section 6.3 hereof, and certificate within without prejudice to any additional rights under Section 8.2 hereof, no downward adjustment of the time required by Section 7.2Applicable Margin in effect for the preceding quarter shall occur until the actual delivery of such statements. (ii) With respect to the Term B Loans, the Applicable Margin for Eurodollar Advances shall be 2.75% per annum and the highest Applicable Margin set forth above until the delivery of such financial statements and certificatefor Base Rate Advances shall be 1.75% per annum.

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) from the effective date of the Sixth Amendment until the delivery of the applicable Margin Certificate and related financial statements for the fiscal quarter ending on the Closing Date March 31, 1999 equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) 0.250% for Base Rate Loans and 1.150% for LIBOR Rate Loans, and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Total Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Margin Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior for Total Leverage Ratio Base Rate Loans LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less Loans -------------------- --------------- ---------------- greater than or equal to 2.5 4.00 to 1.00 3 Greater 0.750% 1.550% less than 1.5 4.00 to 1.00 0.00% 0.75% but less greater than or equal to 2.0 3.50 to 1.00 4 Less 0.250% 1.150% less than 3.50 to 1.00 but greater than or equal to 1.5 3.00 to 1.00 0.000.000% 0.500.950% less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00 0.000% 0.750% less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 0.000% 0.650% less than 2.00 0.000% 0.550% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth fifth (10th5th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Total Leverage Ratio of the Borrower and its Subsidiaries Consolidated Entities as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.27.1(c), the Applicable Margin shall be the highest Applicable Margin set forth above until five (5) Business Days after receipt by the delivery Agent of such financial statements and certificate."

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages be Level II set forth in the certificate below table during the period commencing with the Closing Date and ending on the date that the Borrower’s financial statements are delivered to the Administrative Agent pursuant to Section 5.2(d5.1(b) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements hereof for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter endending September 30, 2010. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2Thereafter, the Applicable Margin shall be determined based upon the highest Leverage Ratio, as set forth in the table below, as of the most recent date of determination. For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each Fiscal Quarter and set forth in the Compliance Certificate delivered to the Administrative Agent pursuant to Section 5.1(c) and (ii) any increase or decrease in the Applicable Margin set forth above resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(c); provided that if a Compliance Certificate is not delivered when due in accordance with Section 5.1(c), then Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such time as such Compliance Certificate is delivered, whereupon the delivery Applicable Margin shall be determined as if such Compliance Certificate had been timely delivered, and shall be effective as of the first Business Day immediately following the date such financial statements and certificate.Compliance Certificate is delivered: I < 1.00:1.00 2.50 % 1.50 % 0.45 % II > 1.00:1.00 but < 1.50:1.00 2.75 % 1.75 % 0.50 % III > 1.50:1.00 but < 2.00:1.00 3.00 % 2.00 % 0.50 % IV > 2.00:1.00 3.25 % 2.25 % 0.50 %

Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with With respect to any Loan under the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% AdjustmentsCommitment, if any, in the Applicable Margin shall be made the interest rate margin determined by the Administrative Agent on based upon the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements Funded Indebtedness/EBITDA Coverage Ratio for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject , effective as of the second Business Day after the financial statements referred to Section 4.1(din SECTION 6.2(A) and (B), hereof, and an accompanying certificate of an Authorized Representative certifying the calculations of the Funded Indebtedness/EBITDA Coverage Ratio as set forth in SECTION 6.2(D) hereof, are delivered by the event Co-Borrowers to the Borrower fails Agent and each Bank for the fiscal quarter most recently ended, expressed as a per annum rate of interest as follows: Funded Indebtedness/EBITDA Base Rate Eurodollar Coverage Ratio Margin Rate Margin -------------------------- --------- ----------- Equal to deliver such or greater than 3.0 .75% 2.25% to 1.0 Less than 3.00 to 1.0 .00% 1.75% ============================================================ From the Agreement Date until the first delivery of the financial statements and certificate within the time required by SECTION 6.2(A), (B) AND (D) thereafter (without giving effect to any extension granted by the Securities and Exchange Commission), the Eurodollar Rate Margin shall be 1.75% and the Base Rate Margin shall be .00%. In the event that the Co-Borrowers fail to timely provide the financial statements and certificate referred to above in accordance with the terms of SECTION 6.2(A), (B) AND (D) hereof (without giving effect to any extension granted by the Securities and Exchange Commission), and without prejudice to any additional rights under Section 7.28.2 hereof, the Applicable Margin shall be 29 the highest Applicable Margin set forth above until the actual delivery of such financial statements and certificate.

Applicable Margin. The With respect to any Advance under the Term ----------------- Loan Commitment or the Revolving Loan Commitment, the Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages be as set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to table set forth below based upon the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 most recently completed calendar quarter. Changes to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by effective as of the Administrative Agent on the tenth second (10th2nd) Business Day after receipt by the day on which the financial statements are required to be delivered to the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject Banks pursuant to Section 4.1(d)6.1 hereof; provided, in the event the Borrower fails to deliver -------- that, if such financial statements are not delivered to the Administrative Agent ---- and certificate the Banks within five (5) days after the time required by Section 7.2date specified in such Section, the Leverage Ratio shall be deemed to be greater than 6.00:1, and the Applicable Margin shall be deemed to be the highest Applicable Margin set forth above in the table set forth below, until the delivery of second (2nd) Business Day after the date on which such financial statements are actually delivered to the Administrative Agent and certificate.the Banks. Upon its receipt of such delinquent financial statements, the Administrative Agent shall recalculate the Leverage Ratio and the Applicable Margin by reference to such financial statements, and any change in the Applicable Margin shall be effective as of the second (2nd) Business Day after the Administrative Agent's receipt thereof. the the the Applicable Applicable Applicable Margin for Margin for Margin for If the Base Rate LIBOR CD Rate Leverage Advances Advances Advances Ratio is: then shall be and shall be and shall be -------- ---------- ---------- ---------- Greater than 6.00:1 1.375% 2.375% 2.500% Greater than 5.50:1, but less than or equal to 6.00:1 1.125% 2.125% 2.250% Greater than 5.00:1, but less than or equal to 5.50:1 0.875% 1.875% 2.000% Greater than 4.50:1, but less than or equal to 5.00:1 0.625% 1.625% 1.750% Greater than 4.00:1, but less than or equal to 4.50:1 0.375% 1.375% 1.500% Less than or equal to 4.00:1 0% 1.125% 1.250%